BUSINESS CORPORATIONS ACT FORM 9
(SECTION 179)
ALBERTA
CONSUMER AND CORPORATE AFFAIRS ARTICLES OF AMALGAMATION
1. NAME OF AMALGAMATED CORPORATION: 2. CORPORATE ACCESS NO.:
CENTURION ENERGY INTERNATIONAL INC. 20738328
3. THE CLASSES AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS
AUTHORIZED TO ISSUE:
THE ATTACHED SCHEDULE 1 IS INCORPORATED INTO AND FORMS PART OF THIS FORM.
4. RESTRICTIONS IF ANY ON SHARE TRANSFERS:
NONE
5. NUMBER (OR MINIMUM AND MAXIMUM NUMBER) OF DIRECTORS:
MINIMUM 1, MAXIMUM 15
6. RESTRICTIONS IF ANY ON BUSINESS THE CORPORATION MAY CARRY ON:
NONE
7. OTHER PROVISIONS, IF ANY:
THE BOARD OF DIRECTORS OF THE CORPORATION 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 SHALL NOT
AT ANY TIME EXCEED ONE-THIRD (1/3) OF THE NUMBER OF DIRECTORS WHO HELD
OFFICE AT THE EXPIRATION OF THE LAST ANNUAL MEETING OF THE CORPORATION.
8. NAME OF AMALGAMATING CORPORATIONS: CORPORATE ACCESS NO.:
EAGLE ENERGY CORP. 20336085
CANADIAN LEADER ENERGY INC. 20678162
9. DATE SIGNATURE TITLE
May 14, 1997 Director
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SCHEDULE "I"
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The shares which the Corporation is authorized to issue are:
a. an unlimited number of common shares without nominal or par value with the
following rights, privileges, restrictions and conditions:
i. to vote at meetings of shareholders, except meetings at which only
holders of a specified class of shares are entitled to vote;
ii. subject to the rights, privileges, restrictions and conditions
attaching to any other class of shares of the Corporation, to share
equally in the remaining property of the Corporation upon liquidation,
dissolution or winding-up of the Corporation; and
iii. subject to the rights of the preferred shares, the common shares shall
be entitled to receive dividends if, as and when declared by the
directors of the Corporation; and
b. an unlimited number of preferred shares without nominal or par value
("Preferred Shares") which, as a class, have attached thereto the
following:
i. the Preferred Shares may from time to time be issued in one or more
series and, subject to the following provisions, to the sending of
articles of amendment in prescribed form and the issuance of a
certificate of amendment in respect thereof, the directors may fix
from time to time before such issue the number of shares which is to
comprise each series and the designation, rights, privileges,
restrictions and conditions attaching to each series of preferred
shares including, without limiting the generality of the foregoing,
the rate or amount of dividends or the method of calculating
dividends, the dates of payment thereof, the redemption, purchase
and/or conversion prices and terms and conditions of redemption,
purchase and/or conversion, and any sinking fund or other provisions;
ii. the Preferred Shares of each series shall, with respect to the payment
of dividends and the distribution of assets or return of capital in
the event of liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, or any other return of
capital or distribution of the assets of the Corporation among its
shareholders for the purpose of winding up its affairs, rank on a
parity with the preferred shares of every other series and be entitled
to preference over the common shares and over any other shares of the
Corporation ranking junior to the preferred shares. The Preferred
Shares of any series may also be given such other preferences, not
inconsistent with these articles, over the common shares and any other
shares of the Corporation ranking junior to such preferred -shares as
may be fixed in accordance with clause (b) (i);
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iii. if any cumulative dividends or amounts payable on the return of
capital in respect of a series of Preferred Shares are not paid in
full, all series of Preferred Shares shall participate rateably in
respect of accumulated dividends and return of capital; and
iv. unless the directors otherwise determine in the articles of amendment
designating a series, the holder of each share of a series of
Preferred Shares shall not, except as otherwise specifically provided
in the Business Corporations Act (Alberta), be entitled to receive
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notice of or vote at any meeting of shareholders.
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