EXHIBIT 1.3
CORPORATE ACCESS NUMBER: 208122911
ALBERTA
BUSINESS CORPORATIONS ACT
CERTIFICATE
OF
AMALGAMATION
PURE TECHNOLOGIES LTD.
IS THE RESULT OF AN AMALGAMATION FILED ON 1999/01/01.
[SEAL]
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REGISTERED ON
THE ALBERTA REGISTRIES
CORES SYSTEM
JAN 01 1999
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BUSINESS CORPORATIONS ACT
(SECTION 179)
FORM 9
ALBERTA ARTICLES OF AMALGAMATION
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1. NAME OF THE AMALGAMATED CORPORATION: 2. CORPORATE ACCESS NO.
PURE TECHNOLOGIES LTD.
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3. THE CLASSES AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS
AUTHORIZED TO ISSUE
THE ATTACHED SCHEDULE OF SHARE CAPITAL IS INCORPORATED INTO AND FORM PART
OF THIS FORM.
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4. RESTRICTIONS IF ANY ON SHARE TRANSFERS:
NONE.
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5. NUMBER (OR MINIMUM AND MAXIMUM NUMBER) OF DIRECTORS.
MINIMUM 3 - MAXIMUM 9.
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6. RESTRICTION IF ANY ON BUSINESS THE CORPORATION MAY CARRY ON:
NONE.
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7. OTHER PROVISIONS IF ANY:
THE ATTACHED SCHEDULE OF OTHER PROVISIONS IS INCORPORATED INTO AND FORM PART
OF THIS FORM.
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8. NAME OF AMALGAMATING CORPORATIONS CORPORATE ACCESS NO.
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PURE TECHNOLOGIES LTD. 206781387
PURE TECHNOLOGIES INC. 205666472
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DATE SIGNATURE TITLE
DECEMBER 15, 1998 [ILLEGIBLE] CHAIRMAN
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FILED
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SCHEDULE OF SHARE CAPITAL
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. 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.
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
Corporation 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 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
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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 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
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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 of 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.
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SCHEDULE OF OTHER PROVISIONS
1. The directors may, between annual general meetings, appoint one or more
additional directors of the Corporation to serve until the next annual
general meeting, but the number of additional directors shall not at
any time exceed 1/3 of the number of directors who held office at the
expiration of the last annual meeting of the Corporation.
2. Meeting of shareholders may be held at any place in Alberta and in the
cities of Vancouver, B.C., Toronto, Ontario and Montreal, Quebec.
