CANADA BUSINESS CORPORATIONS ACT
FORM 7
RESTATED ARTICLES OF INCORPORATION
(SECTION 180)
1. Name of Corporation
H.A.C. HEALTH ASSURANCE (1991) CORPORATION
CORPORATION D'ASSURANCE-MALADIE H.A.C. (1991)
2. The place in Canada where the registered office is to be situated
Metropolitan Region of Montreal, Province of Quebec
3. The classes and any maximum number of shares that the Corporation is
authorized to issue
An unlimited number of common shares, an unlimited number of Class A
preferred shares and an unlimited number of Class B preferred shares, all
without nominal or par value.
The holders of the common shares are entitled:
a) To vote at all meetings of shareholders, except meetings at which only
holders of a specified class of shares are entitled to vote;
b) To receive any dividend declared by the Corporation on the common
shares; and
c) Subject to the rights, privileges, conditions and restrictions
attaching to any other class of shares of the Corporation, to receive
the remaining property of the Corporation upon dissolution,
liquidation or winding-up of the Corporation.
The Corporation may at any time and from time to time purchase any
issued common shares outstanding from any holder of the same, and such
purchase need not be made pro rata from the holders of such shares.
In the event of common shares being at any time subdivided,
consolidated, converted or exchanged for the same or a greater or
lesser number of shares of the same or another class, appropriate
adjustments shall be made to the Class A preferred shares so as to
preserve in all respects the benefits conferred by the conversion
right on the holders of the Class A preferred shares.
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The rights, privileges, conditions and restrictions attaching to the Class
A preferred shares shall be as follows:
a) For the purposes hereof, the term "redemption price" for any Class A
preferred share shall mean:
i) Where such share was issued for money, the amount for which such
share was issued; or
ii) Where such share was issued in whole or in part for a
consideration other than money, then the amount in money (if any)
paid for the issue of such share, plus an amount equal to the
fair market value of such other consideration received; such fair
market value shall be calculated as at the date of issue of such
share and shall be determined in accordance with recognized
standards of valuation.
The redemption price shall be reduced by the amount of any return of
capital paid to the holder of any Class A preferred share as of the date of
such return of capital.
b) In the event of the liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, the holders of the
Class A preferred shares shall receive, before any distribution of the
assets of the corporation is made among the holders of the Class B
preferred shares and the holders of the common shares of the
Corporation, an amount equal to the redemption price for such shares.
The holders of the Class A preferred shares shall not be entitled to
receive any amount other than or in excess of the amount hereinbefore
provided for.
c) The Corporation shall have the right, at its option, at any time and
from time to time, to purchase (if obtainable) for cancellation,
subject to the provisions of the Canada Business Corporations Act, the
whole or any part of the Class A preferred shares outstanding by
invitation for tenders addressed to all holders of record of the Class
A preferred shares outstanding, at the lowest price at which, in the
opinion of the directors of the corporation, such shares are
obtainable, but not exceeding the redemption price for such shares;
provided that, if more shares are tendered in response to such
invitation than the Corporation is willing or able to purchase, the
shares to be selected for purchase shall be so selected pro rata
according to the holdings of the Class A preferred shareholders who
tender.
d) The holders of the Class A preferred shares shall be entitled to
receive notice of and to attend and vote at all meetings of the
shareholders of the Corporation and each such Class A preferred share
shall confer the right to one (1) vote in person or by proxy.
e) Any holder of Class A preferred shares shall be entitled, at his
option, at any time, subject as hereinafter provided, to have all or
any of the Class A preferred shares held by him converted into common
shares, on the basis of one (1)
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<PAGE>
common share for each Class A preferred share held in respect of which
the conversion right is exercised.
The conversion right herein provided for may be exercised by notice in
writing given to the Corporation accompanied by the certificates
representing Class A preferred shares in respect of which the holder
thereof desires to exercise such right of conversion and such notice shall
be signed by the person registered on the books of the Corporation as the
holder of the Class A preferred shares in respect of which such right is
being exercised or by his duly authorized attorney and shall specify the
number of Class A preferred shares which the holder desires to have
converted; the registered holder shall also pay any governmental or other
tax imposed in respect of such conversion; upon receipt of such notice, the
Corporation shall issue certificates representing common shares upon the
basis above prescribed and in accordance with the provisions hereof to the
registered holder of the Class A preferred shares represented by the
certificate or certificates accompanying such notice; if less than all the
Class A preferred shares represented by any certificate are to be
converted, the holder shall be entitled to receive a new certificate for
the Class A preferred shares representing the shares comprised in the
original certificate which are not to be converted.
In the event of Class A preferred shares being at any time subdivided,
consolidated, converted or exchanged for the same or a greater or lesser
number of shares of the same or another class, appropriate adjustments
shall be made to the common shares so as to preserve in all respects the
benefits conferred by the conversion right on the holders of the Class A
preferred shares.
f) Subject to the issuance of a certificate by the Director under the
Canada Business Corporations Act, the Corporation may at any time or
times or from time to time pass a special resolution or resolutions
whereby all or any of the rights, privileges, conditions and
restrictions attaching to or affecting the Class A preferred shares
may be amended, modified, altered or repealed, or the application
thereof suspended in any particular case, but no such special
resolution shall be effective or acted upon unless and until it has
been sanctioned by the affirmative vote of the holders of not less
than two-thirds (2/3) of the Class A preferred shares represented and
voted at a meeting duly called for considering the same, in addition
to such other vote of other classes of shareholders as may be required
by the Canada Business Corporations Act.
The rights, privileges, conditions and restrictions attaching to the Class
B preferred shares shall be as follows:
a) For the purposes hereof, the term "redemption price" for any Class B
preferred share shall mean:
i) Where such share was issued for money, the amount for which such
share was issued; or
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ii) Where such share was issued in whole or in part for a
consideration other than money, then the amount in money (if any)
paid for the issue of such share, plus an amount equal to the
fair market value of such other consideration received; such fair
market value shall be calculated as at the date of issue of such
share and shall be determined in accordance with recognized
standards of valuation.
The redemption price shall be reduced by the amount of any return of
capital paid to the holder of any Class B preferred share as of the date of
such return of capital.
b) In the event of the liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, the Class B preferred
shares shall rank junior to the Class A preferred shares, but the
holders thereof shall receive, before any distribution of the assets
of the Corporation is made among the holders of the common shares of
the Corporation, an amount equal to the redemption price for such
shares. The holders of the Class B preferred shares shall not be
entitled to receive any amount other than or in excess of the amount
hereinbefore provided for.
c) The Corporation shall have the right, at its option, at any time and
from time to time, to purchase (if obtainable) for cancellation,
subject to the provisions of the Canada Business Corporations Act, the
whole or any part of the Class B preferred shares outstanding by
invitation for tenders addressed to all holders of record of the Class
B preferred shares outstanding, at the lowest price at which, in the
opinion of the directors of the Corporation, such shares are
obtainable, but not exceeding the redemption price for such shares;
provided that, if more shares are tendered in response to such
invitation than the Corporation is willing or able to purchase, the
shares to be selected for purchase shall be so selected pro rata
according to the holdings of the Class B preferred shareholders who
tender.
d) The holders of the Class B preferred shares shall be entitled to
receive notice of and to attend and vote at all meetings of the
shareholders of the Corporation and each such Class B preferred share
shall confer the right to one hundred (100) votes in person or by
proxy.
e) Subject to the issuance of a certificate by the Director under the
Canada Business Corporations Act, the Corporation may at any time or
times or from time to time pass a special resolution or resolutions
whereby all or any of the rights, privileges, conditions and
restrictions attaching to or affecting the Class B preferred shares
may be amended, modified, altered or repealed, or the application
thereof suspended in any particular case, but no such special
resolution shall be effective or acted upon unless and until it has
been sanctioned by the affirmative vote of the holders of not less
than two-thirds (2/3) of the Class B preferred shares represented and
voted at a meeting duly called for considering the same, in addition
to such other vote of other classes of shareholders as may be required
by the Canada Business Corporations Act.
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4. Restrictions if any on share transfers
N/A
5. Number (or minimum and maximum number) of directors
A minimum of one (1) and a maximum of nine (9)
6. Restrictions if any on business the Corporation may carry on
N/A
7. Other provisions if any
The directors of the Corporation may from time to time:
a) Borrow money upon the credit of the Corporation;
b) Limit or increase the amount to be borrowed;
c) Issue debentures or other securities of the Corporation;
d) Pledge or sell such debentures or other securities for such sums and
at such prices as may be deemed expedient; and
e) Secure any such debentures, or other securities, or any other present
or future borrowing or liability of the Corporation, by mortgage,
hypothec, charge or pledge of all or any currently owned or
subsequently acquired real and personal, moveable and immoveable,
property of the corporation, and the undertaking and rights of the
Corporation.
The directors of the Corporation may from time to time delegate to such one
or more of the directors or officers of the Corporation as may be
designated by the directors all or any of the powers conferred on the
directors above to such extent and in such manner as the directors shall
determine at the time of such delegation.
The foregoing restated articles of incorporation correctly set out, without
substantive change, the corresponding provisions of the articles of
incorporation as amended and supersede the original articles of
incorporation.
Date Signature Description of Office
---- --------- ---------------------
02/04/92 /s/ Marc Paquin President
FOR DEPARTMENTAL USE ONLY
Filed Apr 3 1992
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<PAGE>
CANADA BUSINESS CORPORATIONS ACT
FORM 4
ARTICLES OF AMENDMENT
(SECTION 27 OR 177)
1. Name of Corporation
H.A.C. HEALTH ASSURANCE (1991) CORPORATION / CORPORATION
D'ASSURANCE-MALADIE H.A.C. (1991)
2. Corporation No.
274328--1
3. The articles of the above--named corporation are amended as follows:
i) By creating one (1) Class C preferred share without nominal or par
value, so that the authorized capital of the Corporation shall
hereafter consist of an unlimited number of common shares, an
unlimited number of Class A preferred shares, an unlimited number of
Class B preferred shares and one (1) Class C preferred share, all
without nominal or par value.
ii) By replacing paragraph b) of the rights, privileges, conditions and
restrictions attaching to the Class A preferred shares of the
Corporation with the following paragraph:
b) In the event of the liquidation, dissolution or winding up
of the Corporation, whether voluntary or involuntary, the
Class A preferred shares shall rank junior to the Class C
preferred share but the holders of the Class A preferred
shares shall receive, before any distribution of the assets
of the Corporation is made among the holders of the Class B
preferred shares and the holders of the common shares of the
Corporation, an amount equal to the redemption price for
such shares. The holders of the Class A preferred shares
shall not be entitled to receive any amount other than or in
excess of the amount hereinbefore provided for.
iii) By replacing paragraph b) of the rights, privileges, conditions and
restrictions attaching to the Class B preferred shares of the
Corporation with the following paragraph:
b) In the event of the liquidation, dissolution or winding up
of the Corporation, whether voluntary or involuntary, the
Class B preferred shares shall rank junior to the Class C
preferred share
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<PAGE>
and the Class A preferred shares but the holders of the
Class B preferred shares shall receive, before any
distribution of the assets of the Corporation is made among
the holders of the common shares of the Corporation, an
amount equal to the redemption price for such shares. The
holders of the Class B preferred shares shall not be
entitled to receive any amount other than or in excess of
the amount hereinbefore provided for.
iv) By adding the following provision at the end of section 3. of the
Restated Articles of Incorporation of the Corporation:
The rights, privileges, conditions and restrictions attaching to the
Class C preferred share shall be as follows:
a) The holder of the Class C preferred share shall not be entitled
to receive any dividend on the Class C preferred share;
b) In the event of the liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, the holder of the
Class C preferred share shall receive an amount of four hundred
ninety--nine thousand nine hundred and seventy dollars ($499,970)
before any distribution of the assets of the Corporation is made
to any other class of shares of the Corporation. The holder of
the Class C preferred share shall not be entitled to receive any
amount other than or in excess of the amount hereinbefore
provided for.
c) Subject to the provisions of paragraph (d) hereof, the holder of
the Class C preferred share shall have no right to receive notice
of, attend or vote at any meeting of shareholders of the
Corporation.
d) Subject to the issuance of a certificate by the Director under
the Canada Business Corporations Act, the Corporation may at any
time or times or from time to time pass a special resolution or
resolutions whereby all or any of the rights, privileges,
conditions and restrictions attaching to or affecting the Class C
preferred share may be amended, modified, altered or repealed, or
the application thereof suspended in any particular case, but no
such special resolution shall be effective or acted upon unless
and until it has been sanctioned by the affirmative vote of the
holder of the Class C preferred share, in addition to such other
vote of other classes of shareholders as may be required by the
Canada Business Corporations Act.
Date Signature
01/28/93 /s/ Marc Paquin, Director
FOR DEPARTMENTAL USE ONLY
Filed: JAN 29 1993
2
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Consumer and Consommation et
Corporate Affairs Canada Affaires commerciales Canada FORM 4 FORMULE 4
ARTICLES OF AMENDMENT CLAUSES MODIFICATRICES
Canada Business Loi regissant les societes par (SECTION 27 OR 177) (ARTICLES 27 OU 177)
Corporations Act actions de regime federal
-------------------------------------------------------------- ---------------------------------------------
1 - Name of corporation - Denomination de la societe 2 - Corporation No. - No de la societe
H.A.C. HEALTH ASSURANCE (1991) CORPORATION 274328-1
CORPORATION D'ASSURANCE - MALADIE H.A.C. (1991)
--------------------------------------------------------------------------------------------------------------
3 - The articles of the above-named corporation Les statuts de la societe mentionnee ci-dessus
are amended as follows: sont modifies de la facon suivante:
The name of the corporation is changed to:
HAEMACURE CORPORATION
CORPORATION HAEMACURE
------------------------------- ------------------------------------ -------------------------------------
Date Signature Title - Titre
14/05/93 /s/ Marc Paquin President
------------------------------- ------------------------------------ -------------------------------------
FOR DEPARTMENTAL USE ONLY - A L'USAGE
DU MINISTERE SEULEME
Filed - Deposee
May 20 1993
7530-21-936-1387 (01-93) 46 Mai 20 1993
-------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Consumer and Consommation et
Corporate Affairs Canada Affaires commerciales Canada FORM 4 FORMULE 4
ARTICLES OF AMENDMENT CLAUSES MODIFICATRICES
Canada Business Loi regissant les societes par (SECTION 27 OR 177) (ARTICLES 27 OU 177)
Corporations Act actions de regime federal
-------------------------------------------------------------- ---------------------------------------------
1 - Name of corporation - Denomination de la societe 2 - Corporation No. - No de la societe
HAEMACURE CORPORATION/CORPORATION HAEMACURE 274328-1
--------------------------------------------------------------------------------------------------------------
3 - The articles of the above-named corporation Les statuts de la societe mentionnee ci-dessus
are amended as follows: sont modifies de la facon suivante:
By cancelling the Class B preferred shares of the Corporation so that the
authorized capital of the Corporation shall hereafter consist of an
unlimited number of common shares, an unlimited number of Class A preferred
shares and one (1) Class C preferred share, all without nominal or par
value.
------------------------------- ------------------------------------ -------------------------------------
Date Signature Title - Titre
18/11/1993 /s/ Marc Paquin Director
MARC PAQUIN
DIRECTOR
------------------------------- ------------------------------------ -------------------------------------
FOR DEPARTMENTAL USE ONLY - A L'USAGE
DU MINISTERE SEULEME
Filed - Deposee
7530-21-936-1387 (01-93) 46 Nov 19 1993
-------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Consumer and Consommation et
Corporate Affairs Canada Affaires commerciales Canada FORM 4 FORMULE 4
ARTICLES OF AMENDMENT CLAUSES MODIFICATRICES
Canada Business Loi regissant les societes par (SECTION 27 OR 177) (ARTICLES 27 OU 177)
Corporations Act actions de regime federal
-------------------------------------------------------------- ---------------------------------------------
1 - Name of corporation - Denomination de la societe 2 - Corporation No. - No de la societe
HAEMACURE CORPORATION/CORPORATION HAEMACURE 274328-1
--------------------------------------------------------------------------------------------------------------
3 - The articles of the above-named corporation Les statuts de la societe mentionnee ci-dessus
are amended as follows: sont modifies de la facon suivante:
The issued capital of the Corporation is amended by subdividing the five
thousand one hundred and eighty-one (5,181) common shares which are
presently issued and outstanding into five million one hundred eighty-one
thousand (5,181,000) common shares, on the basis of one thousand (1,000)
shares for every share issued and outstanding.
------------------------------- ------------------------------------ -------------------------------------
Date Signature Title - Titre
25/05/95 /s/ Marc Paquin President
------------------------------- ------------------------------------ -------------------------------------
FOR DEPARTMENTAL USE ONLY - A L'USAGE
DU MINISTERE SEULEME
Filed - Deposee
Jul 7 1995
7530-21-936-1387 (01-93) 46 Juil 7 1995
-------------------------------------
</TABLE>
<PAGE>
CANADA BUSINESS CORPORATIONS ACT
FORM 9
ARTICLES OF AMALGAMATION
(SECTION 185)
1. Name of amalgamated corporation
HAEMACURE CORPORATION/CORPORATION HAEMACURE
2. The place in Canada where the registered office is to be situated
Metropolitan Region of Montreal, Province of Quebec
3. The classes and any maximum number of shares that the corporation is
authorized to issue
The Corporation is authorized to issue an unlimited number of common
shares, an unlimited number of Class A preferred shares and one (1) Class C
preferred share, all without nominal or par value.
The holders of the common shares are entitled:
a) To vote at all meetings of shareholders, except meetings at which only
holders of a specified class of shares are entitled to vote;
b) To receive any dividend declared by the Corporation on the common
shares; and
c) Subject to the rights, privileges, conditions and restrictions
attaching to any other class of shares of the Corporation, to receive
the remaining property of the Corporation upon dissolution,
liquidation or winding-up of the Corporation.
The Corporation may at any time and from time to time purchase any issued
common shares outstanding from any holder of the same, and such purchase
need not be made pro rata from the holders of such shares.
In the event of common shares being at any time subdivided, consolidated,
converted or exchanged for the same or a greater or lesser number of shares
of the same or another class, appropriate adjustments shall be made to the
Class A preferred shares so as to preserve in all respects the benefits
conferred by the conversion right on the holders of the Class A preferred
shares.
The rights, privileges, conditions and restrictions attaching to the Class
A preferred shares shall be as follows:
<PAGE>
a) For the purposes hereof, the term "redemption price" for any Class A
preferred share shall mean:
i) Where such share was issued for money, the amount for which such
share was issued; or
ii) Where such share was issued in whole or in part for a
consideration other than money, then the amount in money (if any)
paid for the issue of such share, plus an amount equal to the
fair market value of such other consideration received; such fair
market value shall be calculated as at the date of issue of such
share and shall be determined in accordance with recognized
standards of valuation.
The redemption price shall be reduced by the amount of any return of
capital paid to the holder of any Class A preferred share as of the date of
such return of capital.
b) In the event of the liquidation, dissolution or winding--up of the
Corporation, whether voluntary or involuntary, the Class A preferred
shares shall rank junior to the Class C preferred share, but the
holders of the Class A preferred shares shall receive, before any
distribution of the assets of the Corporation is made among the
holders of the common shares of the Corporation, an amount equal to
the redemption price for such shares. The holders of the Class A
preferred shares shall not be entitled to receive any amount other
than or in excess of the amount hereinbefore provided for.
c) The Corporation shall have the right, at its option, at any time and
from time to time, to purchase (if obtainable) for cancellation,
subject to the provisions of the Canada Business Corporations Act, the
whole or any part of the Class A preferred shares outstanding by
invitation for tenders addressed to all holders of record of the Class
A preferred shares outstanding, at the lowest price at which, in the
opinion of the directors of the Corporation, such shares are
obtainable, but not exceeding the redemption price for such shares;
provided that, if more shares are tendered in response to such
invitation than the Corporation is willing or able to purchase, the
shares to be selected for purchase shall be so selected pro rata
according to the holdings of the preferred shareholders who tender.
d) The holders of the Class A preferred shares shall be entitled to
receive notice of and to attend and vote at all meetings of the
shareholders of the Corporation and each such Class A preferred share
shall confer the right to one (1) vote in person or by proxy.
e) Any holder of Class A preferred shares shall be entitled, at his
option, at any time, subject as hereinafter provided, to have all or
any of the Class A preferred shares held by him converted into common
shares, on the basis of one (1) common share for each Class A
preferred share held in respect of which the conversion right is
exercised.
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<PAGE>
The conversion right herein provided for may be exercised by notice in
writing given to the Corporation accompanied by the certificates
representing Class A preferred shares in respect of which the holder
thereof desires to exercise such right of conversion and such notice
shall be signed by the person registered on the books of the
Corporation as the holder of the Class A preferred shares in respect
of which such right is being exercised or by his duly authorized
attorney and shall specify the number of Class A preferred shares
which the holder desires to have converted; the registered holder
shall also pay any governmental or other tax imposed in respect of
such conversion; upon receipt of such notice, the Corporation shall
issue certificates representing common shares upon the basis above
prescribed and in accordance with the provisions hereof to the
registered holder of the Class A preferred shares represented by the
certificate or certificates accompanying such notice; if less than all
the Class A preferred shares represented by any certificate are to be
converted, the holder shall be entitled to receive a new certificate
for the Class A preferred shares representing the shares comprised in
the original certificate which are not to be converted.
In the event of Class A preferred shares being at any time subdivided,
consolidated, converted or exchanged for the same or a greater or
lesser number of shares of the same or another class, appropriate
adjustments shall be made to the common shares so as to preserve in
all respects the benefits conferred by the conversion right on the
holders of the Class A preferred shares.
f) Subject to the issuance of a certificate by the Director under the
Canada Business Corporations Act, the Corporation may at any time or
times or from time to time pass a special resolution or resolutions
whereby all or any of the rights, privileges, conditions and
restrictions attaching to or affecting the Class A preferred shares
may be amended, modified, altered or repealed, or the application
thereof suspended in any particular case, but no such special
resolution shall be effective or acted upon unless and until it has
been sanctioned by the affirmative vote of the holders of not less
than two-thirds (2/3) of the Class A preferred shares represented and
voted at a meeting duly called for considering the same, in addition
to such other vote of other classes of shareholders as may be required
by the Canada Business Corporations Act.
The rights, privileges, conditions and restrictions attaching to the Class
C preferred share shall be as follows:
a) The holder of the Class C preferred share shall not be entitled to
receive any dividends on the Class C preferred share.
b) In the event of the liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, the holder of the Class
C preferred share shall receive an amount of four hundred ninety-nine
thousand nine hundred and seventy dollars ($499,970) before any
distribution of the assets of the Corporation is made to any other
class of shares of the Corporation. The holder of the Class C
3
<PAGE>
preferred share shall not be entitled to receive any amount other than
or in excess of the amount hereinbefore provided for.
c) Subject to the provisions of paragraph (d) hereof, the holder of the
Class C preferred share shall have no right to receive notice of,
attend or vote at any meeting of shareholders of the Corporation.
d) Subject to the issuance of a certificate by the Director under the
Canada Business Corporations Act, the Corporation may at any time or
times or from time to time pass a special resolution or resolutions
whereby all or any of the rights, privileges, conditions and
restrictions attaching to or affecting the Class C preferred share may
be amended, modified, altered or repealed, or the application thereof
suspended in any particular case, but no such special resolution shall
be effective or acted upon unless and until it has been sanctioned by
the affirmative vote of the holder of the Class C preferred share, in
addition to such other vote of other classes of shareholders as may be
required by the Canada Business Corporations Act.
4. Restrictions, if any. on share transfers
N/A
5. Number (or minimum and maximum number) of directors
A minimum of one (1) and a maximum of nine (9)
6. Restrictions, if any. on business the corporation may carry on
N/A
7. Other provisions, if any
I. The amalgamation shall take place as of the close of business on June
11, 1996.
II. The directors of the Corporation may from time to time:
a) Borrow money upon the credit of the Corporation;
b) Limit or increase the amount to be borrowed;
c) Issue debentures or other securities of the Corporation;
d) Pledge or sell such debentures or other securities for such sums
and at such prices as may be deemed expedient; and
e) Secure any such debentures, or other securities, or other present
or future borrowing or liability of Corporation, by mortgage,
hypothec, charge or pledge of all or any currently owned or
subsequently acquired real and
4
<PAGE>
personal, moveable and immoveable, property of Corporation, and
the undertaking and rights of Corporation.
The directors of the Corporation may from time to time delegate to
such one or more of the directors or officers of the Corporation as
may be designated by the directors all or any of the powers conferred
on the directors above to such extent and in such manner as the
directors shall determine at the time of such delegation.
8. The amalgamation has been approved pursuant to that section or subsection
of the Act which is indicated as follows:
183
-----
X 184(1)
-----
184(2)
-----
9.
<TABLE>
<CAPTION>
Names of the
amalgamating Corporation
corporations No. Signature Date Title
------------ ----------- --------- ---- -----
<S> <C> <C> <C> <C>
Haemacure Corporation 274328-1 /s/ Marc Paquin 10/06/96 President
Haemacure Biotech Inc. 255883-1 /s/ Marc Paquin 10/06/96 President
Acquisitions Haemacure 284180-1 /s/ Marc Paquin 10/06/96 President
Inc.
</TABLE>
FOR DEPARTMENTAL USE ONLY
Corporation No.: 326868-3 Filed: June 17 1996
Juin 17 1996
5
<PAGE>
CANADA BUSINESS CORPORATIONS ACT
FORM 4
ARTICLES OF AMENDMENT
(SECTION 27 OR 177)
1. Name of corporation
HAEMACURE CORPORATION/ CORPORATION HAEMACURE
2. Corporation No.
3. The articles of the above-named corporation are amended as follows:
I. The authorized and issued capital of the Corporation, consisting of an
unlimited number of common shares, an unlimited number of Class A
preferred shares and one (1) Class C preferred share, all without
nominal or par value, of which nine million sixty--two thousand
(9,062,000) common shares are currently issued and outstanding as
fully paid and non-- assessable, is amended as follows:
a) by consolidating the nine million sixty-two thousand (9,062,000)
issued and outstanding common shares into six million five
hundred thirteen thousand nine hundred and fifty-eight
(6,513,958) common shares, on the basis of zero decimal seven one
eight eight two one two (0.7188212) common share for each issued
common share;
b) by changing the rights, privileges, conditions and restrictions
attaching to the common shares;
c) by redesignating the Class A preferred shares as preferred shares
and changing the rights, privileges, conditions and restrictions
attaching thereto; and
d) by cancelling the Class C preferred share;
so that the Corporation shall hereafter be authorized to issue an
unlimited number of common shares and an unlimited number of preferred
shares, all without nominal or par value, of which six million five
hundred thirteen thousand nine hundred and fifty-eight (6,513,958)
common shares shall be issued and outstanding as fully paid and
non-assessable as of the date of issuance of a certificate of
amendment confirming the present articles of amendment.
<PAGE>
The holders of the common shares are entitled:
a) To vote at all meetings of shareholders, except meetings at which
only holders of a specified class of shares are entitled to vote;
b) To receive any dividend declared by the Corporation on the common
shares; and
c) Subject to the rights, privileges, conditions and restrictions
attaching to any other class of shares of the Corporation, to
receive the remaining property of the Corporation upon
dissolution, liquidation or winding-up of the Corporation.
The Corporation may at any time and from time to time purchase any
issued common shares outstanding from any holder of the same, and such
purchase need not be made pro rata from the holders of such shares.
The rights, privileges, conditions and restrictions attaching to the
preferred shares shall be as follows:
a) The preferred shares may at any time and 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 resolution of the board of directors of the Corporation.
b) The board of directors of the Corporation shall, by resolution
duly passed before the issue of any preferred shares of any
series, determine the designation, rights, privileges, conditions
and restrictions to be attached to the preferred shares of such
series, including, but without in any way limiting or restricting
the generality of the foregoing, the rate of preferential
dividends, the dates of payment thereof, the terms and conditions
of redemption, if any, and conversion rights, if any, the whole
as may be confirmed and declared by articles of amendment.
Notwithstanding the foregoing, no preferred shares shall have
attached to them any right to vote at any meeting of shareholders
other than:
i) as provided for pursuant to the Canada Business Corporations
Act; and
ii) as may be provided for in the rights, privileges, conditions
and restrictions attaching to any new series of preferred
shares created by the board of directors of the Corporation,
but, in such case, voting rights shall be attached to the
preferred shares of such series if, and only if, the
Corporation fails to pay a certain number of dividends, as
previously determined by the board of directors of the
Corporation, from time to time.
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c) For the purposes hereof, the term "redemption price" for any
preferred shares shall mean:
i) where such share was issued for money, the amount for which
such share was issued; or
ii) where such share was issued in whole or in part for a
consideration other than money, then the amount in money (if
any) paid for the issue of such shares, plus an amount equal
to the fair market value of such other consideration
received; such fair market value shall be calculated as at
the date of issue of such share and shall be determined in
accordance with recognized standards of valuation.
The redemption price shall be reduced by the amount of any return
of capital paid to the holder of any preferred share as of the
date of such return of capital.
d) The preferred shares of each series shall, with respect to
priority in payment of dividends and in the distribution of
assets in the event of the liquidation or the dissolution of the
Corporation, whether voluntary or involuntary, or any other
distribution of the assets of the Corporation among its
shareholders for the purpose of winding-up its affairs, be
entitled to a preference over the common shares of the
Corporation and over any other shares ranking junior to the
preferred shares, and the preferred shares of each series shall
also be given such other preferences over the common shares and
any other shares ranking junior to the preferred shares as may be
determined as to their respective series authorized to be issued.
e) The preferred shares of each series shall rank on a parity with
the preferred shares of every other series with respect to
priority in payment of dividends and in the distribution of
assets in the event of the liquidation, dissolution or winding-up
of the Corporation, whether voluntary or involuntary, or any
other distribution of the assets of the Corporation among its
shareholders for the purpose of winding-up its affairs.
f) In the event of the liquidation, dissolution or winding-up of the
Corporation or any other distribution of assets of the
Corporation among its shareholders for the purpose of winding-up
its affairs, the holders of the preferred shares of each series
shall be entitled to receive, before any distribution of the
assets is made among the holders of the common shares and any
other class of shares ranking junior to the preferred shares, an
amount equal to the redemption price for such shares plus an
amount equal to all accrued and unpaid dividends thereon, whether
or not declared (which for such purposes shall be calculated up
to the date of such distribution) and no more.
g) Subject to the issuance of a certificate by the Director under
the Canada Business Corporations Act, the Corporation may at any
time or times or
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from time to time pass a special resolution or resolutions
whereby the terms hereof and of the foregoing paragraphs may be
altered, amended or repealed or the application thereof suspended
in any particular case and changes may be made to the rights,
privileges, conditions and restrictions attaching to the
preferred shares, but no such special resolution shall have any
force or effect until after it has been sanctioned by the
affirmative vote of the holders of not less than two thirds (2/3)
of the preferred shares then outstanding at a meeting duly called
for such purpose, in addition to such other vote of other classes
of other shareholders as may be required by the Canada Business
Corporations Act.
II. The maximum number of directors of the Corporation is increased from
nine (9) to fifteen (15).
III. Section II of item 7 of the articles of amalgamation of the
Corporation is deleted.
Date Signature Title
---- --------- -----
11/06/96 /s/ Marc Paquin President
FOR DEPARTMENTAL USE ONLY
Filed: June 18, 1996
Juin 18, 1996
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