<PAGE> 1
Exhibit 3.1
CORPORATE ACCESS NUMBER: 207913385
[PROVINCE OF ALBERTA LOGO]
BUSINESS CORPORATIONS ACT
CERTIFICATE
OF
AMALGAMATION
WESTLINKS RESOURCES LTD.
IS THE RESULT OF AN AMALGAMATION FILED ON 1998/06/30.
[CORPORATE SEAL REGISTRAR OF CORPORATIONS]
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BUSINESS CORPORATIONS ACT FORM 9
(SECTION 179)
[PROVINCE OF ALBERTA LOGO]
CONSUMER AND CORPORATE AFFAIRS ARTICLES OF AMALGAMATION
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1. NAME OF AMALGAMATED CORPORATION. 2. CORPORATE ACCESS NO.
Westlinks Resources Ltd. 207913385
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3. THE CLASSES, AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS
AUTHORIZED TO ISSUE.
See Schedule "A" attached hereto, which is incorporated into and forms a
part of these articles.
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4. RESTRICTIONS ON SHARE TRANSFERS (IF ANY).
None
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5. NUMBER, OR MINIMUM AND MAXIMUM NUMBER, OF DIRECTORS THAT THE CORPORATION
MAY HAVE.
Minimum 3 - Maximum 10
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6. RESTRICTIONS IF ANY ON BUSINESS THE CORPORATION MAY CARRY ON.
None
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7. OTHER PROVISIONS IF ANY.
See attached Schedule "B" attached hereto, which is incorporated into and
forms a part of these articles.
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8. NAME OF AMALGAMATING CORPORATIONS. CORPORATE ACCESS NO.
TEMBA RESOURCES LTD. 207913179
PTR RESOURCES LTD. 205422751
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9. DATE SIGNATURE TITLE
/s/ Peter S. Sekera
----------------------
June 30, 1998 Peter S. Sekera Chairman & CEO
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FOR DEPARTMENTAL USE ONLY FILED
<PAGE> 3
SCHEDULE "A"
The classes and the maximum number of shares that the Corporation is authorized
to issue are:
(i) an unlimited number of common shares subject to the following rights,
privileges, restrictions and conditions:
A. Payment of Dividends: The holders of the common shares shall be
entitled to receive dividends, if, as and when declared by the board
of directors of the Corporation out of the assets of the Corporation
properly applicable to the payment of dividends in such amounts and
payable in such manner as the board of directors may from time to time
determine. Subject to the rights of the holders of any other class of
shares of the Corporation entitled to receive dividends in priority to
or rateably with the holders of the common shares, the board of
directors may in their sole discretion declare dividends on the common
shares to the exclusion of any other class of shares of the
Corporation.
B. Participation Upon Liquidation, Dissolution or Winding Up: In the
event of the liquidation, dissolution or winding up of the Corporation
or other distribution of the assets of the Corporation among its
shareholders for the purpose of winding up its affairs, the holders of
common shares shall, subject to the rights of the holders of any other
class of shares of the Corporation to receive the assets of the
Corporation upon such distribution in priority or rateably with the
holders of the common shares, be entitled to participate rateably in
any distribution of the assets of the Corporation.
C. Voting Rights: The holders of common shares shall be entitled to
receive notice of and to attend all annual and special meetings of the
shareholders of the Corporation and to one vote in respect of each
common share held at all such meetings.
(ii) an unlimited number of first preferred shares, issuable in series, subject
to the following rights, privileges, restrictions and conditions:
A. Series: The first preferred shares may at any time and from time to
time be issued in one or more series. Subject to the provisions of
this clause (ii)A, the board of directors may from time to time fix
the number of shares in, and determine the designation, rights,
privileges, restrictions and conditions attaching to the shares of,
each series of first preferred shares, including, without limiting the
generality of the foregoing, the rate, amount or method of calculation
of dividends thereon, the time and place of payment of dividends
thereon, the conditions for and the terms and conditions of any
purchase for cancellation, retraction or redemption thereof,
conversion or exchange rights (if any), and whether into or for
securities of the Corporation or otherwise, voting rights attached
thereto (if any), the terms and conditions of any share purchase or
retirement plan or sinking fund, and restrictions on the payment of
dividends on any shares other than first preferred shares or payment
in respect of capital on any shares in the capital of the Corporation
or creation or issue of debt or equity securities; the whole subject
to filing with the Registrar (as defined in the Business Corporations
Act (Alberta) or any successor legislation thereto) of articles of
amendment setting forth a description of such series including the
designation, rights, privileges, restrictions and conditions attached
to the shares of such series.
B. Ranking of the First Preferred Shares: The first preferred shares of
each series shall rank on a parity with the first preferred shares of
every other series with respect to declared or accumulated dividends
and return of capital. The first preferred shares shall be entitled to
a preference over the common shares and over any other shares of the
Corporation ranking junior to the first preferred shares with respect
to priority in the payment of dividends and in the distribution of
assets of the Corporation in the event of the liquidation, dissolution
or winding-up of the
<PAGE> 4
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. If any declared or
cumulative dividends or amounts payable on a return of capital are not
paid in full, the first preferred shares of all series shall
participate rateably in respect of such dividends, including
accumulations, if any, in accordance with the sums that would be
payable on such shares if all such dividends were declared and paid in
full, and in respect of any repayment of capital in accordance with
the sums that would be payable on such repayment of capital if all
sums so payable were paid in full; provided, however, that in the
event of there being insufficient assets to satisfy in full all such
claims as aforesaid, the claims of the holders of the first preferred
shares with respect to repayment of capital shall first be paid and
satisfied and any assets remaining thereafter shall be applied towards
payment in satisfaction of claims in respect of dividends. The first
preferred shares of any series may also be given such other
preferences not inconsistent with clauses (ii)A to (ii)E hereof over
any other shares ranking junior to the first preferred shares as may
be determined in the case of such series of first preferred shares.
C. Voting Rights: Except as hereinafter referred to or as required by
law or in accordance with any voting rights which may from time to
time be attached to any series of first preferred shares, the holders
of first preferred shares as a class shall not be entitled as such to
receive notice of, to attend or to vote at any meeting of the
shareholders of the Corporation. The holders of the first preferred
shares shall, however, be entitled to notice of meetings of the
shareholders called for the purpose of authorizing the voluntary
liquidation and dissolution of the Corporation or the sale of its
undertaking or a substantial part thereof under subsection 204(3) or
subsection 183(4) of the Business Corporations Act (Alberta) as now
enacted or as the same may from time to time be amended, re-enacted or
replaced.
D. Changes to Class Rights: The rights, privileges, restrictions and
conditions attaching to the first preferred shares as a class may be
added to, changed or removed but only with the approval of the holders
of the first preferred shares given as herein specified.
E. Approval of Changes to Class Rights: The rights, privileges,
restrictions and conditions attaching to the first preferred shares as
a class as provided herein and as may be provided from time to time
may be repealed, altered, modified, amended or amplified or otherwise
varied only with the approval of the holders of the first preferred
shares given in such manner as may then be required by law, subject to
a minimum requirement that such approval be given by two-thirds of the
votes cast at a meeting of holders of first preferred shares duly
called for such purpose and held upon at least twenty-one (21) days'
notice at which a quorum is present comprising at least two persons
present holding or representing by proxy at least fifty (50%) per cent
of the outstanding first preferred shares. If any such quorum is not
present within half an hour after the time appointed for the meeting,
then the meeting shall be adjourned by the chairman at which a quorum
shall be comprised of that number of holders of first preferred shares
present in person or by proxy. The formalities to be observed with
respect to giving of notice of any such meeting or adjourned meeting
and the conduct thereof shall be those which may from time to time be
prescribed by the by-laws of the Corporation with respect to meetings
of shareholders. On every vote taken at every such meeting or
adjourned meeting each holder of a first preferred share shall be
entitled to one vote in respect of each first preferred share held.
<PAGE> 5
SCHEDULE "B"
(i) Without limiting the borrowing powers of the Corporation as set forth in
the Business Corporations Act (Alberta):
A. the board of directors of the Corporation may, from time to time, in
such amounts and on such terms as it deems expedient, charge,
mortgage, hypothecate or pledge all or any of the currently owned or
subsequently acquired real or personal, moveable or immoveable
property of the Corporation, including book debts, rights, powers,
franchises and undertakings, to secure any debt obligations or any
money borrowed, or any other debt or liability of the Corporation; and
B. the board of directors of the Corporation may, from time to time,
delegate to such one or more of the directors and officers of the
Corporation as may be designated by the board, all or any of the
powers conferred on the board above to such extent and in such manner
as the board shall determine at the time of each such delegation.
(ii) The directors may, between annual meetings, appoint one or more additional
directors of the Corporation to serve until the next annual meeting, but
the number of additional directors is not at any time to exceed 1/3 of the
number of directors who held office at the expiration of the last annual
meeting of the Corporation.
<PAGE> 6
ARTICLES OF AMALGAMATION
FOR
WESTLINKS RESOURCES LTD.
CLASSES OF SHARES: SEE SCHEDULE "A"
NUMBER OF DIRECTORS:
MAXIMUM NUMBER OF DIRECTORS: 10
MINIMUM NUMBER OF DIRECTORS: 3
RESTRICTIONS ON BUSINESS TO: NONE
RESTRICTIONS ON BUSINESS FROM: NONE
RESTRICTIONS ON SHARE TRANSFERS: NONE
OTHER RULES OR PROVISIONS: SEE SCHEDULE "B"
REGISTRATION AUTHORIZED BY: JEAN E LANDRY
AGENT OF CORPORATION
<PAGE> 7
SCHEDULE "A"
The classes and the maximum number of shares that the Corporation is authorized
to issue are:
(i) an unlimited number of common shares subject to the following rights,
privileges, restrictions and conditions:
A. Payment of Dividends: The holders of the common shares shall be
entitled to receive dividends, if, as and when declared by the board
of directors of the Corporation out of the assets of the Corporation
properly applicable to the payment of dividends in such amounts and
payable in such manner as the board of directors may from time to time
determine. Subject to the rights of the holders of any other class of
shares of the Corporation entitled to receive dividends in priority to
or rateably with the holders of the common shares, the board of
directors may in their sole discretion declare dividends on the common
shares to the exclusion of any other class of shares of the
Corporation.
B. Participation Upon Liquidation, Dissolution or Winding Up: In the
event of the liquidation, dissolution or winding up of the Corporation
or other distribution of the assets of the Corporation among its
shareholders for the purpose of winding up its affairs, the holders of
common shares shall, subject to the rights of the holders of any other
class of shares of the Corporation to receive the assets of the
Corporation upon such distribution in priority or rateably with the
holders of the common shares, be entitled to participate rateably in
any distribution of the assets of the Corporation.
C. Voting Rights: The holders of common shares shall be entitled to
receive notice of and to attend all annual and special meetings of the
shareholders of the Corporation and to one vote in respect of each
common share held at all such meetings.
(ii) an unlimited number of first preferred shares, issuable in series, subject
to the following rights, privileges, restrictions and conditions:
A. Series: The first preferred shares may at any time and from time to
time be issued in one or more series. Subject to the provisions of
this clause (ii)A, the board of directors may from time to time fix
the number of shares in, and determine the designation, rights,
privileges, restrictions and conditions attaching to the shares of,
each series of first preferred shares, including, without limiting the
generality of the foregoing, the rate, amount or method of calculation
of dividends thereon, the time and place of payment of dividends
thereon, the conditions for and the terms and conditions of any
purchase for cancellation, retraction or redemption thereof,
conversion or exchange rights (if any), and whether into or for
securities of the Corporation or otherwise, voting rights attached
thereto (if any), the terms and conditions of any share purchase or
retirement plan or sinking fund, and restrictions on the payment of
dividends on any shares other than first preferred shares or payment
in respect of capital on any shares in the capital of the Corporation
or creation or issue of debt or equity securities; the whole subject
to filing with the Registrar (as defined in the Business Corporations
Act (Alberta) or any successor legislation thereto) of articles of
amendment setting forth a description of such series including the
designation, rights, privileges, restrictions and conditions attached
to the shares of such series.
B. Ranking of the First Preferred Shares: The first preferred shares of
each series shall rank on a parity with the first preferred shares of
every other series with respect to declared or accumulated dividends
and return of capital. The first preferred shares shall be entitled to
a preference over the common shares and over any other shares of the
Corporation ranking junior to the first preferred shares with respect
to priority in the payment of dividends and in the distribution of
assets of the Corporation in the event of the liquidation, dissolution
or winding-up of the
<PAGE> 8
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. If any declared or
cumulative dividends or amounts payable on a return of capital are not
paid in full, the first preferred shares of all series shall
participate rateably in respect of such dividends, including
accumulations, if any, in accordance with the sums that would be
payable on such shares if all such dividends were declared and paid in
full, and in respect of any repayment of capital in accordance with
the sums that would be payable on such repayment of capital if all
sums so payable were paid in full; provided, however, that in the
event of there being insufficient assets to satisfy in full all such
claims as aforesaid, the claims of the holders of the first preferred
shares with respect to repayment of capital shall first be paid and
satisfied and any assets remaining thereafter shall be applied towards
payment in satisfaction of claims in respect of dividends. The first
preferred shares of any series may also be given such other
preferences not inconsistent with clauses (ii)A to (ii)E hereof over
any other shares ranking junior to the first preferred shares as may
be determined in the case of such series of first preferred shares.
C. Voting Rights: Except as hereinafter referred to or as required by
law or in accordance with any voting rights which may from time to
time be attached to any series of first preferred shares, the holders
of first preferred shares as a class shall not be entitled as such to
receive notice of, to attend or to vote at any meeting of the
shareholders of the Corporation. The holders of the first preferred
shares shall, however, be entitled to notice of meetings of the
shareholders called for the purpose of authorizing the voluntary
liquidation and dissolution of the Corporation or the sale of its
undertaking or a substantial part thereof under subsection 204(3) or
subsection 183(4) of the Business Corporations Act (Alberta) as now
enacted or as the same may from time to time be amended, re-enacted or
replaced.
D. Changes to Class Rights: The rights, privileges, restrictions and
conditions attaching to the first preferred shares as a class may be
added to, changed or removed but only with the approval of the holders
of the first preferred shares given as herein specified.
E. Approval of Changes to Class Rights: The rights, privileges,
restrictions and conditions attaching to the first preferred shares as
a class as provided herein and as may be provided from time to time
may be repealed, altered, modified, amended or amplified or otherwise
varied only with the approval of the holders of the first preferred
shares given in such manner as may then be required by law, subject to
a minimum requirement that such approval be given by two-thirds of the
votes cast at a meeting of holders of first preferred shares duly
called for such purpose and held upon at least twenty-one (21) days'
notice at which a quorum is present comprising at least two persons
present holding or representing by proxy at least fifty (50%) per cent
of the outstanding first preferred shares. If any such quorum is not
present within half an hour after the time appointed for the meeting,
then the meeting shall be adjourned by the chairman at which a quorum
shall be comprised of that number of holders of first preferred shares
present in person or by proxy. The formalities to be observed with
respect to giving of notice of any such meeting or adjourned meeting
and the conduct thereof shall be those which may from time to time be
prescribed by the by-laws of the Corporation with respect to meetings
of shareholders. On every vote taken at every such meeting or
adjourned meeting each holder of a first preferred share shall be
entitled to one vote in respect of each first preferred share held.
<PAGE> 9
SCHEDULE "B"
(i) Without limiting the borrowing powers of the Corporation as set forth in
the Business Corporations Act (Alberta):
A. the board of directors of the Corporation may, from time to time, in
such amounts and on such terms as it deems expedient, charge,
mortgage, hypothecate or pledge all or any of the currently owned or
subsequently acquired real or personal, moveable or immoveable
property of the Corporation, including book debts, rights, powers,
franchises and undertakings, to secure any debt obligations or any
money borrowed, or any other debt or liability of the Corporation; and
B. the board of directors of the Corporation may, from time to time,
delegate to such one or more of the directors and officers of the
Corporation as may be designated by the board, all or any of the
powers conferred on the board above to such extent and in such manner
as the board shall determine at the time of each such delegation.
(ii) The directors may, between annual meetings, appoint one or more additional
directors of the Corporation to serve until the next annual meeting, but
the number of additional directors is not at any time to exceed 1/3 of the
number of directors who held office at the expiration of the last annual
meeting of the Corporation.
<PAGE> 10
AMALGAMATION - REGISTRATION STATEMENT
SERVICE REQUEST NUMBER: 435015
ALBERTA CORPORATION TYPE: Named Alberta Corporation
LEGAL ENTITY NAME: WESTLINKS RESOURCES LTD.
FRENCH EQUIVALENT NAME:
NUANS REPORT NUMBER: 61097199
NUANS REPORT DATE: 1998/05/27
FRENCH NAME NUANS REPORT NUMBER:
FRENCH NAME NUANS REPORT DATE:
REGISTERED ADDRESS
STREET: 3300, 421 7TH AVENUE S.W.
LEGAL DESCRIPTION:
CITY: CALGARY
PROVINCE: ALBERTA
POSTAL CODE: T2P 4K9
RECORDS ADDRESS
STREET: 3300, 421 7TH AVENUE S.W.
LEGAL DESCRIPTION:
CITY: CALGARY
PROVINCE: ALBERTA
POSTAL CODE: T2P 4K9
ADDRESS FOR SERVICE BY MAIL
POST OFFICE BOX:
CITY:
PROVINCE:
POSTAL CODE:
INTERNET MAIL ID:
CLASSES OF SHARES AND ANY
MAXIMUM NUMBER (WITHIN EACH CLASS): SEE SCHEDULE "A"
RESTRICTIONS ON SHARE TRANSFERS: NONE
MINIMUM NUMBER OF DIRECTORS: 3
MAXIMUM NUMBER OF DIRECTORS: 10
RESTRICTIONS ON BUSINESS TO: NONE
RESTRICTIONS ON BUSINESS FROM: NONE
OTHER PROVISIONS: SEE SCHEDULE "B"
PROFESSIONAL ENDORSEMENT PROVIDED:
DIRECTORS ISSUE SHARES IN SERIES:
FUTURE DATING REQUIRED:
REGISTRATION DATE: 1998/06/30
================================================================================
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DIRECTORS
LAST NAME: SEKERA
FIRST NAME: PETER
MIDDLE NAME: S.
STREET / BOX NUMBER: 46 PANORAMA HILLS PLACE N.W.
CITY: CALGARY
PROVINCE: ALBERTA
POSTAL CODE: T3K 4R9
COUNTRY:
APPOINTMENT DATE: 1998/06/30
RESIDENT CANADIAN: Y
NAMED ON STAT DEC:
STATUS: Active
LAST NAME: BAMFORD
FIRST NAME: THOMAS
MIDDLE NAME: S.
STREET / BOX NUMBER: 605, 505 6TH STREET S.W.
CITY: CALGARY
PROVINCE: ALBERTA
POSTAL CODE: T2P 1X5
COUNTRY:
APPOINTMENT DATE: 1998/06/30
RESIDENT CANADIAN: Y
NAMED ON STAT DEC: Y
STATUS: Active
LAST NAME: DRYSDALE
FIRST NAME: ROSS
MIDDLE NAME: 0.
STREET / BOX NUMBER: 39 EDCATH ROAD N.W.
CITY: CALGARY
PROVINCE: ALBERTA
POSTAL CODE: T3A 4A2
COUNTRY:
APPOINTMENT DATE: 1998/06/30
RESIDENT CANADIAN: Y
NAMED ON STAT DEC:
STATUS: Active
<PAGE> 12
LAST NAME: FISHER
FIRST NAME: DALE
MIDDLE NAME: N.
STREET / BOX NUMBER: 1129 LANDSDOWNE AVENUE S.W.
CITY: CALGARY
PROVINCE: ALBERTA
POSTAL CODE: T2S 1A4
COUNTRY:
APPOINTMENT DATE: 1998/06/30
RESIDENT CANADIAN: Y
NAMED ON STAT DEC:
STATUS: Active
LAST NAME: MCFEELY
FIRST NAME: EDWARD
MIDDLE NAME: C.
STREET / BOX NUMBER: 31 STRATHROY BAY S.W.
CITY: CALGARY
PROVINCE: ALBERTA
POSTAL CODE: T3H 1H2
COUNTRY:
APPOINTMENT DATE: 1998/06/30
RESIDENT CANADIAN: Y
NAMED ON STAT DEC:
STATUS: Active
LAST NAME: LAWS
FIRST NAME: DAVID
MIDDLE NAME:
STREET / BOX NUMBER: 8702, 400 EAU CLAIRE AVENUE S.W.
CITY: CALGARY
PROVINCE: ALBERTA
POSTAL CODE: T2P 4X2
COUNTRY:
APPOINTMENT DATE: 1998/06/30
RESIDENT CANADIAN: Y
NAMED ON STAT DEC:
STATUS: Active
================================================================================
AMALGAMATING CORPORATION - REGISTERED IN ALBERTA
<PAGE> 13
CORPORATE ACCESS NUMBER LEGAL ENTITY NAME
----------------------- --------------------
205422751 PTR RESOURCES LTD.
207913179 TEMBA RESOURCES LTD.
===============================================================================
COURT ORDERS
ORDER TYPE ORDER DATE ORDER NUMBER JUDICIAL DISTRICT TERMINATION DATE
===============================================================================
ATTACHMENTS
ATTACHMENT TYPE MICROFILM BAR CODE DATE RECORDED
------------------------- ------------------ -------------
Statutory Declaration 10000195000022570 1998/06/30
Share Capital ELECTRONIC 1998/06/30
Other Rules or Provisions ELECTRONIC 1998/06/30
REGISTRATION AUTHORIZED BY: JEAN E LANDRY
AGENT OF CORPORATION
