CORPORATE ACCESS NUMBER
20678138
Alberta
GOVERNMENT OF ALBERTA
BUSINESS CORPORATIONS ACT
CERTIFICATE
OF
INCORPORATION
SEXTANT ENTERPRISE CORP.
WAS INCORPORATED IN ALBERTA ON DECEMBER 18, 1995
[SEAL]
[ILLEGIBLE]
-------------------------
Registrar of Corporations
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BUSINESS CORPORATIONS ACT FORM 1
(SECTION 6)
ARTICLES OF INCORPORATION
ALBERTA CONSUMER AND CORPORATE AFFAIRS
1. NAME OF CORPORATION:
Sextant Enterprise Corp.
2. THE CLASSES, AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS
AUTHORIZED TO ISSUE:
See Schedule "A" attached
3. RESTRICTIONS ON SHARE TRANSFERS (IF ANY):
None
4. NUMBER, OR MINIMUM AND MAXIMUM NUMBER, OF DIRECTORS THAT THE
CORPORATION MAY HAVE:
Minimum 3 - Maximum 9
5. IF THE CORPORATION IS RESTRICTED FROM CARRYING ON A CERTAIN BUSINESS,
OR RESTRICTED TO CARRYING ON A CERTAIN BUSINESS, SPECIFY THE
RESTRICTION(S):
Not applicable
6. OTHER RULES OR PROVISIONS (IF ANY):
The Corporation is a distributing corporation.
7. DATE: 1995 12 15
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Year Month Day
INCORPORATORS NAMES: ADDRESS (INCLUDING POSTAL CODE) SIGNATURE
Gregory Harris Suite 500, 630 - 4th Ave. S.W. [ILLEGIBLE]
Calgary, Alberta T2P 0J9
FILED
DEC 18 1995
REGISTRAR OF CORPORATIONS
PROVINCE OF ALBERTA
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SCHEDULE "A"
ARTICLES OF INCORPORATION
Sextant Enterprise Corp.
2.1 Capital
The Corporation is authorized to issue two classes of shares, namely an
unlimited number of Preferred Shares without nominal or par value
(herein referred to as the "Preferred Shares") and an unlimited number
of Common Shares (herein referred to as the "Common Shares").
2.2 Common Shares
The holders of Common Shares shall be 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, and on every poll taken at every such meeting, or
adjourned meeting, every holder of Common Shares shall be
entitled to one vote in respect of each Common Share held; and
b. subject to the rights of the holders of Preferred Shares, to
receive the remaining property of the Corporation upon a
dissolution; and
c. subject to the rights to dividends of the holders of Preferred
Shares, to receive all other dividends declared by the
Corporation.
2.3 Preferred Shares
The Preferred Shares as a class shall carry and be subject to the
following rights, privileges, restrictions and conditions:
a. Directors' Rights to Issue in One or More Series
The Preferred Shares may at any time or 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 by resolution; the Directors of the Company
may (subject as hereinafter provided) by resolution fix, from
time to time before the issue thereof, the designation,
rights, privileges, restrictions and conditions attaching to
the shares of such series including, without limiting the
generality of the foregoing (1) the issue price, (2) the rate,
amount or method of calculation of dividends and whether the
same are subject to change of dividends and whether the same
are subject to change or adjustment, (3) whether such
dividends shall be cumulative, non-cumulative
FILED
DEC 18 1995
REGISTRAR OF CORPORATIONS
PROVINCE OF ALBERTA
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or partly cumulative, (4) the dates, manner and currencies of
payments of dividends and the dates from which dividends shall
accrue, (5) the redemption and/or purchase prices and terms
and conditions of redemption and/or purchase, with or without
provision for sinking or similar funds, (6) conversion and/or
exchange and/or reclassification rights, (7) the voting rights
if any, and/or (8) other provisions, the whole subject to the
following provisions and to the issue of Certificate(s) of
Amendment setting forth such designations, rights, privileges,
restrictions and conditions attaching to the shares of each
series.
b. Ranking of Preferred Shares
The Preferred Shares shall be entitled to preference over the
Common Shares of the Corporation and over any other shares
ranking junior to the Preferred Shares with respect to payment
of dividends and distribution of assets in the event of
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 and may also be given such
other preferences not inconsistent with paragraphs (a) and (b)
hereof over the Common Shares of the Corporation and over any
other shares ranking junior to the Preferred Shares as may be
determined in the case of each series of Preferred Shares
authorized to be issued.
c. Amendment with Approval of Holders of Preferred Shares
The rights, privileges, restrictions and conditions attaching
to the Preferred Shares as a class may be repealed, altered,
modified, amended or amplified by Certificate(s) of Amendment,
but in each case with the approval of the holders of Preferred
Shares (only as a class but not as individual series) given as
hereinafter specified.
d. Approval of Holders of Preferred Shares
Subject to the provisions of the Alberta Business Corporations
Act, any consent or approval given by the holders of Preferred
Shares as a class shall be deemed to have been sufficiently
given if it shall have been given in writing by the holders of
at least sixty-six and two-thirds (66 2/3%) percent of the
outstanding Preferred Shares or by a resolution passed at a
meeting of holders of Preferred Shares duly called and held
upon not less than fifteen days' notice at which the holders
of at least a majority of the outstanding Preferred Shares are
present or are represented by proxy and carried by the
affirmative vote of not less than sixty-six and two-thirds
percent of the votes cast at such meetings, in addition to any
other consent or approval required by the Alberta Business
Corporations Act. If at any such meeting the holders of a
majority of the outstanding Preferred Shares are not present
or represented by proxy within one-half hour after the time
appointed for such meeting, then the
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meeting shall be adjourned to such date not less than fifteen
days thereafter and to such time and place as may be
designated by the Chairman, and not less than ten days'
written notice shall be given of such adjourned meeting. At
such adjourned meeting the holders of the Preferred Shares
present or represented by proxy may transact the business for
which the meeting was originally convened and a resolution
passed thereat by the affirmative vote of not less than
sixty-six and two-thirds (66 2.3%) percent of the votes cast
at such meeting shall constitute the consent or approval of
the holders of Preferred Shares. On every poll taken at every
such meeting, every holder of Preferred Shares shall be
entitled to one vote in respect of each such share held.
Subject to the foregoing, the formalities to be observed in
respect of the giving or waiving or notice of any such meeting
and the conduct thereof shall be those from time to time
prescribed in the By-laws of the Corporation with respect to
meetings and shareholders. Any consent or approval given by
the holders of Preferred Shares of a series as a class shall
be deemed to have been sufficiently given if given in the same
manner as provided herein regarding holders of Preferred
Shares as a class.
FILED
DEC 18 1995
REGISTRAR OF CORPORATIONS
PROVINCE OF ALBERTA
