ONTARIO CORPORATION NUMBER
736045
For Ministry Use Only
Ministry of Consumer
and Commercial Relations
CERTIFICATE
This is to certify that these articles are effective on
December 7, 1994
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ARTICLES OF AMENDMENT
Form 6 1. The present name of the corporation is:
Business
Corporations KAYTY INC.
Act. 1982 ------------------------------------------------------------
2. The name of the corporation is changed to (if applicable):
W L D INC.
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3. Date of incorporation/amalgamation:
March 18, 1981
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(Month, Day, Year)
4. The articles of the corporation are amended as follows:
Resolved that the issued common shares are amended as:
a) Capital Stock Authorized Issued
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Preferred 20,000,000 nil
Common 60,000,000 15,000,000
3/old/new consolidated of Issued
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Preferred 20,000,000 nil
Common 60,000,000 5,000,000
b) The name of the corporation is changed to WLD Inc.
5. The amendment has been duly authorized as required by
Sections 168 & 170 (as applicable) of the Business
Corporations Act.
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6. The resolution authorizing the amendment was approved by the
shareholders/directors (as applicable) of the corporation on
11 February 1994
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There articles are signed in duplicate.
KAYTY EXPLORATION LTD.
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(Name of Corporation)
By /s/ E. Roy Birkett President
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(Signature) (Description of Office)
<PAGE>
Kayta Inc.
Suite 301, 4 King Street, West
TORONTO, Ontario, M5H 1B6
(416) 860-0495 (Fax) 363-1954
1. Alberta Incorporation - 1981
2. Reporting Issuer filings are current with the O.S.C.
3. Audited tax returns are current in Ottawa
4. Fiscal Year End - December 31st.
5. Name change from Kayty Exploration Ltd in 1987 and shares cut back 1 for 10.
6. Was listed on Calgary in early 1980's
7. Now listed on CDN and Nasdaq Bulletin Board
8. Balance sheet has been cleaned up with the sale of the interest in
Instaglide and the writeoff of non performing loans. (1st quarter of 1994).
9. Investment Tax loss of $2.4 millions arose from sale of shares in wholly
owned U.S. subsidiary engaged in oil and gas exploration.
10. Stock transfer agent in Canada - Kayty itself in the U.S.A. - Depository
Transfer Corp in New York
11. Issued 15,000,000 common shares to some 350 to 400 share holders.
12. Breakdown of common shares
Not reissued from Kayty Exploration Ltd in 1987 and considered loss:
Not reissued from Kayty Exploration Ltd in 1987 and
Considered loss: 1,300,000
Escrowed 800,000
Public Float 900,000
Family 8,500,000
Friends/Business Associates 2,100,000
Private Placement 1,400,000
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Private Placement 15,000,000
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W L D Inc.
Suite 301, 4 King Street, West
TORONTO, Ontario, M5H 1B6
(416) 860-0495 (Fax) 363-1954
1. May 18/91 - Incorporation in Alberta as Kayty Exploration Ltd.
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2. Nov 6/81 - Converted to a public company
3. Nov 10/81 - Reporting Issuer in Alberta with issuance of a Prospectus
4. Oct 28/82 - Second prospectus issued
5. Sept 16/85 - Sold 100% of Kayty Petroleum Inc. (common shares) for capital
loss of $2,359,098
6. Sept 5/86 - Continued under the Business Corporation Act (Alberta)
7. Sept 10/87 - Common shares cut back 1 for 10 and name changed to Kayty Inc.
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8. Sept 22/87 - Articles of continuance issued by Alberta
9. Sept 22/87 - Articles of continuance issued by Ontario (#736046)
10. Sept /94 - Tax returns and all filings with Ontario are current
11. Directors - Birkett, Wade Hampton and Art Blaney
Baler and Kendall resigned in June '94
12. Listings - Canadian Dealing Network & NASDAQ Bulletin Board.
13. Stock Transfer - Company itself in Canada
Depository Transfer Corporation in New York
14. Private Placement in June '94 increased the issued common shares from
13,600,000 to 15,000,000 - $150,000 acct's payable.
15. Name change to W L D Inc. and 1 for 3 cut back on 12/7/94.
Private Placement 470,000 - Dec. 95
Lost 430,000 - Kayty Exploration
Friends/Business Associates 700,000
Public float 430,000
Family 2,700,000 5,000,000*
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*After name change and 1 for 3 consolidation
