EXHIBIT 3.6
Dated: November 10, 1981
CERTIFICATES
CERTIFICATES OF THE COMPANY
The foregoing constitutes full, true and plain disclosure of all material
facts relating to the securities offered by this Prospectus as required by part
7 of The Securities Act (Alberta) and the regulations' thereunder.
(Signed) Edward Roy Birkett (Signed) James Russell Britton
Chief Executive Officer Chief Financial Officer
On behalf of the Board of Directors
(Signed) Thomas John Berthelotte (Signed) James Russell Britton
Director Director
CERTIFICATE OF PROMOTERS
The foregoing constitutes full, true and plain disclosure of all material
facts relating to the securities offered by this Prospectus as required by Part
7 of The Securities Act (Alberta) and the regulations thereunder.
(Signed) Edward Roy Birkett (Signed) Thomas John Berthelotte
CERTIFICATE OF AGENT
To the best of our knowledge, information and belief, the foregoing
constitutes full, true and plain disclosure of all material facts relating to
the securities offered by this Prospectus as required by Part 7 of The
Securities Act of Alberta and the regulations thereunder.
MOUNTAIN SECURITIES ALBERTA LTD.
Per: (Signed) Thomas P. Devlin
The following includes the name of every person having an interest either
directly or indirectly, to the extent of not less than 5%, in the capital of
mountain Securities Alberta Ltd.: Thomas J. Berthelotte, Warren F. Armstrong,
Allan J. Podesky, and Thomas P. Devlin.
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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. W. H. Dalgleish, Master In Chambers,
dated the 9th day of August, 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) Common Shares without nominal or par value
and Ten Million (10,000,000) Preferred Shares without nominal or par
value.
TO: Sixty Million (60,000,000) Common Shares without nominal or par value
and Ten Million (10,000,000) Preferred Shares without nominal or par
value.
BY: Which Special Resolution is in part, in words and figures, as follows:
"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:
(a) The share capital of the Company be and is altered by subdividing
all of the 20,000,000 Common Shares without nominal or par value
consisting of 17,775,000 unissued shares and 2,225,_00 issued
shares, into 60,000,000 Common Shares without nominal or par
value, each 1 share being divided into 3 shares, consisting of
53,325,000 unissued shares and issued shares."
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GIVEN under my hand and seal at
Edmonton, this twelveth day of August,
one thousand nine hundred and
eighty-two.
/s/ Name Illegible
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Office of the
Registrar of Corporations
2
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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
) day of August, 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
----------------------------------------
MASTER OF THE COURT OF QUEEN'S
BENCH OF ALBERTA
/s/ Name Illegible
------------------------------------
CLERK OF THE COURT OF QUEEN'S
BENCH OF ALBERTA
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<PAGE>
CERTIFIED COPY OF SPECIAL RESOLUTION OF THE
SHAREHOLDERS OF KAYTY EXPLORATION LTD.
BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:
(a) The share capital of the Company be and is altered by
subdividing all of the 20,000,000 Common Shares without
nominal or par value consisting of 17,775,000 unissued
shares and 2,225,000 issued shares, into 60,000,000 Common
Shares without nominal or par value, each 1 share being
divided into 3 shares, consisting of 53,325,000 unissued
shares and 6,675,000 issued shares;
(b) Clause 4(a) of the Memorandum of Association of the Company
be and is hereby amended to read as follows:
"4.(a) The authorized capital of the Company is 60,000,000
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."
I, the undersigned, JAMES R. BRITTON, Secretary-Treasurer of Kayty Exploration
Ltd. do hereby certify that 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 5th day of August, 1982 and is of full effect as of the date
hereof.
DATED the 9th day of August, 1982.
/s/ James R. Britton
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James R. Britton
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<PAGE>
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IN THE COURT OF QUEEN'S BENCH OF ALBERTA
JUDICIAL DISTRICT OF CALGARY
-----------------------------------------------
IN THE MATTER OF Section 38 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.
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ORDER
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BENNETT JONES
Barristers & Solicitors
3200 Shell Centre
400 - 4th Avenue S.W.
Calgary, Alberta T2P 0X9
OUR FILE NO. 8169 - 01 DHMcD
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<PAGE>
ALBERTA 14TH FLOOR, CENTURY PLACE 902 J.J. BOWLEN BLDG.
CONSUMER AND CORPORATE 9303 - 102A AVENUE 620 - 7TH AVENUE, S.W.
AFFAIRS EDMONTON, ALBERTA CALGARY, ALBERTA
CORPORATE REGISTRY T5J 3A3 T2P 0Y8
CORPORATE ACCESS NO: 20265278 FOR THE YEAR ENDING: 1985 ALBERTA PUBLIC CORP.
------------------- -------------------
DATE OF REGISTRATION: 01/03/18
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KAYTY EXPLORATION LTD.
900, 340-12 AVE. SW
CALGARY, ALBERTA
T2R 1L5
NOTICE OF INTENT TO DISSOLVE/STRIKE OFF
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RE: BUSINESS CORPORATIONS ACT, SECTION 261
--------------------------------------------
PLEASE BE ADVISED THAT ON THE LAST DAY OF MARCH 1985, THE PERIOD IN WHICH
YOUR CORPORATION CAN APPLY FOR A CERTIFICATE OF CONTINUANCE, WILL EXPIRE. IF NO
APPLICATION, SUFFICIENT TO ISSUE A CERTIFICATE OF CONTINUANCE, IS RECEIVED BY
THE ABOVE MENTIONED DATE, THE REGISTRAR WILL ISSUE A CERTIFICATE OF DISSOLUTION
PURSUANT TO SECTION 261.
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