EXHIBIT 3.5
C E R T I F I C A T E
CANADA
PROVINCE OF ALBERTA
I HEREBY CERTIFY the registration this day of a certified copy of a Special
Resolution, confirmed by an Order of Mr. L. Alberstat, Master in Chambers, dated
the 11th day of March, A.D. 1982, amending the provisions of the Memorandum of
Association of KAYTY EXPLORATION LTD., so as to reorganize its authorized
capital:
FROM: Twenty Million (20,000,000) shares without nominal or par value.
TO: Twenty Million (20,000,000) Common Shares without nominal or par value
and Ten Million (10,000,000) Preferred shares without nominal or par
value.
BY: The designation of the Twenty Million (20,000,000) shares without
nominal or par value as Twenty Million (20,000,000) Common Shares
without nominal or par value;
The creation of Ten Million (10,000,000) new Preferred Shares without
nominal or par value; and
Attaching to the classes of share each such rights and restrictions as
set forth in the copy of the Special Resolution so filed.
GIVEN under my hand and seal at Edmonton,
this fifteenth day of March, one thousand
nine hundred and eighty-two.
/s/ Name Illegible
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Office of the Registrar of
Corporations
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IN THE COURT OF QUEEN'S BENCH OF ALBERTA
JUDICIAL DISTRICT OF CALGARY
IN THE MATTER OF THE COMPANIES ACT, being
Chapter C - 20 of the Revised Statutes of
Alberta, 1980;
AND IN THE MATTER OF the Reorganization of the
share capital of KAYTY EXPLORATION LTD.
BEFORE THE MASTER ) At the Court House, on the
) 11TH day of March, A.D.
) 1982.
IN CHAMBERS )
O R D E R
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UPON the Application of the above named KAYTY EXPLORATION LTD. whose
registered office is situated at the City of Calgary, in the Province of Alberta
and UPON HEARING what was alleged by Counsel for the Company and UPON READING
the Affidavit of James Russell Britton,
THIS COURT DOTH ORDER that the reorganization of the share capital of the
said Company proposed by the special resolution of the said Company passed
pursuant to the Company's Articles of Association and which special resolution
is set out in a schedule to this Order be and the same is hereby confirmed in
accordance with Section 38 of The Companies Act.
AND IT IS ORDERED that the said Company shall within fifteen (15) days of
the date of this Order file with the Registrar of Companies an office copy of
this Order.
/s/ Name Illegible
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MASTER OF THE COURT OF QUEEN'S
BENCH OF ALBERTA
/s/ Name Illegible
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CLERK OF THE COURT OF QUEEN'S
BENCH OF ALBERTA
2
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CERTIFIED COPY OF SPECIAL RESOLUTION OF
THE SHAREHOLDERS OF KAYTY EXPLORATION LTD.
BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:
1. The 20,000,000 existing shares of the Company are redesignated as "Common
Shares without nominal or par value".
2. The capital of the Company is increased by the creation 10,000,000
Preferred Shares without nominal or par value.
3. Clause IV of the Memorandum of Association be amended to read as follows:
"IV. The authorized capital of the Company is:
a) 20,000,000 Common 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.
b) 10,000,000 Preferred Shares without nominal or par value."
4. Clause IVB be added to the Memorandum of Association, to read as follows:
"The Preferred Shares without nominal or par value (hereinafter referred to
as the "Preferred Shares") shall have attached thereto and be subject to
the following provisions:
a) The Preferred Shares shall have preferred rights as to dividends
as determined by the Directors of the Company in accordance with
Clause IBV(b) hereof.
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 be resolution fix from time to time before
the issue thereof the designation, preferences, rights, restrictions, conditions
and limitations attaching 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 redemption, if any, conversion rights and conditions of
conversion, if any, and voting rights, if any."
3
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I, the undersigned, JAMES R. BRITTON, Secretary-Treasurer of KAYTY
EXPLORATION LTD. do hereby certify under the seal of the Company that the
foregoing is a true and correct copy of a Special Resolution of the Shareholders
of Kayty Exploration Ltd., which was consented to by all of the Shareholders of
the Company on the 9th day of March, 1982 and is of full effect as of the date
hereof.
DATED the 9th day of March, 1982.
/s/ James R. Britton
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James R. Britton
