EXHIBIT 3.1
No 20265278
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CERTIFICATE
OF
INCORPORATION
I HEREBY CERTIFY THAT
- KAYTY EXPLORATION LTD. -
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IS THIS DAY INCORPORATED UNDER THE COMPANIES ACT OF THE PROVINCE OF ALBERTA AS A
LIMITED COMPANY
GIVEN UNDER HIS SEAL OF OFFICE AT EDMONTON THIS
eighteenth DAY OF March A.D. 19 81.
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/s/ Name Illegible
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Office of the Registrar of Companies
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File No.: 20265278
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The Registered Office of
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KAYTY EXPLORATION LTD.
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is located at 3200, 400 - 4th Avenue S.W.
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STREET ADDRESS
Calgary Alberta T2P 0X9
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POSTAL CODE
Dated this 16th day of March 1981
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(Signature) /s/ Name Illegible
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(Relationship to Corporation) Subscriber
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NOTE: MUST BE FILED WITH INCORPORATING DOCUMENTS AND WITHIN FIFTEEN DAYS AFTER
ANY CHANGE.
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MEMORANDUM OF ASSOCIATION
OF
KAYTY EXPLORATION LTD.
1. The name of the company is KAYTY EXPLORATION LTD.
2. The objects for which the Company is established are:
(a) To prospect for, acquire and develop, directly or indirectly, reserves
of petroleum, natural gas and related hydrocarbons and all other
minerals, substances and natural products;
(b) To produce, transport, refine, process, manufacture, market and deal
in petroleum natural gas and related hydrocarbons and all other
minerals, substances and natural products;
(c) To enter into any partnership as a general or limited partner or into
any arrangement for sharing profits, union of interest, co-operation,
joint venture, reciprocal concession or otherwise with any person,
firm, or corporation carrying on, or engaged in, or about to carry on
or engage in any business or transaction capable of being conducted so
as to directly or indirectly benefit the Company;
(d) to acquire, hold, lease, sell, exchange and operate real and personal
property of every kind and description, including, without limiting
the generality of the foregoing, equipment, lands, buildings, business
or industrial concerns and undertakings, mortgages, charges,
contracts, concessions, franchises, patents, licenses, shares, stocks,
debentures, bonds and securities of all kinds and descriptions;
(e) To render managerial, supervisory, consulting or other services to any
person, firm or corporation and without limiting the generality of the
foregoing, to take part in the management, supervision, organization,
control, financing, or liquidation of any property, real or personal,
or business or operation of and on behalf of any person, firm or
corporation;
(f) To carry on any trade or business whatsoever which can, in the opinion
of the Board of Directors, be advantageously carried on by the Company
in connection with or ancillary to any of the above businesses or the
general business of the Company;
(g) To borrow or raise and secure the payment of money in such manner and
on such terms as may seem expedient, and in particular, and with in
any way limiting the generality of the foregoing, to mortgage and
charge the undertaking and all or any of the real and personal
property, present or future, and all or any of the uncalled capital
for the time being of the Company, and to issue at par, or at a
premium or discount, bonds, debentures, mortgage debentures, and
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debenture stock payable to bearer or otherwise, either permanent or
redeemable, and collaterally grant securities under the Bank Act and
to secure any or all of the obligations of the Company by trust deed
or other deeds writings or assurances, and to issue and deposit any
securities which the Company has power to issue by way of mortgage to
secure any sum less than the nominal amount of such securities, and
also by way of security for the performance of any contracts or
obligations of the Company;
(h) To pay for all or any of the expenses incurred in connection with the
formation, promotion, organization and incorporation of the Company;
(i) To pay for any lands, business, property, rights, privileges and
concessions acquired or agreed to be acquired by the Company, services
rendered or otherwise, and generally to satisfy any payments of or
obligations of the Company, by the issue of shares of this or any
other company credited as fully or partly paid up, or of bonds,
debentures or other securities of this or any other company credited
as fully or partly paid up;
(j) To guarantee the contracts, debts, securities, debentures, promissory
notes and other obligations of any person, firm or corporation
whatsoever and to grant any and all types of securities for the
performance of any such guarantees.
3. The liability of the members is limited.
4. The authorized capital of the Company is Twenty Thousand (20,000) 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.
We, the several persons whose names and addresses are subscribed
hereto, are desirous of being formed into a Company in pursuance of this
Memorandum of Association, and we respectively agree to take the number of
shares in the capital of the Company set opposite our respective names.
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NAMES, ADDRESSES AND NUMBER AND KIND OF SHARES
OCCUPATIONS OF SUBSCRIBERS TAKEN BY EACH SUBSCRIBER
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/s/ David H. McDermid One (1) share without nominal or par value
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David H. McDermid
3200, 400 4th Avenue, S.W.
Calgary, Alberta T2P OX9
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Solicitor
/s/ Dianne Robinson One (1) share without nominal or par value
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Dianne Robinson
3200, 400 4th Avenue, S.W.
Calgary, Alberta T2P OX9
Secretary
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Dated this 16th day of March, A.D. 1981.
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