[GRAPHIC OMITED]
Consumer and Consommation
Corporate Affairs Canada et corporations Canada
Certificate of Continuance Certificat de prorogation
Canada Business Loi r gissant les soci t s
Corporations Act par actions de r gime f d ral
CAM-NET COMMUNICATIONS NETWORK INC. 268178-1
Name of Corporation-D nomination de la soci t Number - Num ro
I hereby certify that the above-mentioned Corporation was continued under
Section 187 of the Canada Business Corporations Act as set out in the attached
Articles of Continuance. Je certifie par les pr sentes que la soci t
mentionn e ci-haut a t prorog e en vertu de l'article 187 de la Loi r gissant
les soci t s par actions de r gime f d ral, tel qu'indiqu dans les clauses de
prorogation ci-jointes.
Le directeur January 11, 1991/le 11 janvier 1991
/s/ signed Date of Continuance - Date de la prorogation
Director
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Canada
<PAGE>
[GRAPHIC OMITED]
FORM 11 FORMULE 11
ARTICLES OF CONTINUANCE CLAUSES DE PROROGATION
Consumer and Corporate Affairs Canada Consommation et Corporations
Canada (SECTION 181) (ARTICLES 181)
Canada Business
Corporations Act Loi sur les soci t s commerciales canadiennes
- Name of corporation D nomination de la soci t
CAM-NET COMMUNICATIONS NETWORK INC.
---------------------------------------
- The place in Canada where the registered office is to be situated Lieu au
Canada o doit tre situ le si ge social
VANCOUVER, BRITISH COLUMBIA
-----------------------------
- The classes and any maximum number of shares that the corporation is
authorized to issue Cat gories et tout nombre maximal d'actions que la soci
t est autoris e mettre
AS SET OUT IN SCHEDULE 1 ANNEXED TO AND INCORPORATED IN THESE ARTICLES.
- Restrictions if any on share transfers Restrictions sue le transfert des
actions s'il y a lieu
NOT APPLICABLE
- Number (or minimum and maximum number) of directors Nombre (ou nombre
minimum et maximum) d'administrateurs
MINIMUM OF 3 DIRECTORS AND MAXIMUM OF 24 DIRECTORS
----------------------------------------------------------
- Restrictions if any on businesses the corporation may carry on Limites
impos es quant aux activit s que la soci t peut exploiter, s'il y a lieu
NOT APPLICABLE
- (1) if change of name effected, previous name (2) Details of
incorporation
(1) Si changement de d nomination, d nomination ant rieure (2) D tails
de la constitution
B.C.
NOT APPLICABLE JANUARY 29, 1982
--------------- ------------------
- Other provisions if any Autres dispositions s'il y a lieu
NOT APPLICABLE
Date Signature Description of Office - Description du poste
January 7, 1991 /s/ Robert E. Moore DIRECTOR
FOR DEPARTMENTAL USE ONLY - A L'USAGE DU MINIST RE SEULMENT
Corporation No. - No de la soci t
Filed - D pos e
268178-1 JAN 14, 1991
--------- ---------------
<PAGE>
Schedule 1
TABLE OF CONTENTS
PART 1 - Classes and Number of Shares
PART 2 - Interpretation
PART 3 - Common Shares
PART 4 - Class A Preference Shares
PART 5 - Class B Preference Shares
CAM-NET COMMUNICATIONS NETWORK INC.
Part 1 - Classes and Number of Shares ,
1.0 The classes and maximum nuber of shares of each class that the
Corporation is authorized to issue are as follows:
(a) one class of 100,000,000 shares to be designated as common shares
(herein referred to as "Common Shares");
(b) one class of 150,000,000 shares to be designated as class A preference
shares issuable in series (herein referred to as "Class A Preference Shares; and
(c) one class of 150,000,000 shares to be designated as class B preference
shares issuable in series (herein referred to as "Class B Preference Shares").
The rights, privileges, restrictions and conditions attaching to each such class
of shares of the Corporation are hereinafter set out.
Part 2 - Interpretation and Notice
2.0 Definitions
2.1.1 In this Schedule 1, except as otherwise provided herein or unless
the context otherwise requires:
(1) "Act" means the Canada Business Corporations Act as from time to time
enacted and all amendments thereto and includes the regulations made pursuant
thereto;
(2) "Articles" means the Articles of Continuance of the Corporation as
amended from time to time;
(3) "Board" and "the Directors" or "the directors" means the directors or
sole director of the Corporation for the time being;
<PAGE>
(4) "Corporation" means Cam-Net Communications Network Inc.;
(5) "Director" means the Director appointed under the Act.
2.1.2 All references herein to designated "Parts", "Sections",
"subsections". "clauses". "subclauses" and other subdivisions are to the
designated Parts, Sections, subsections, clauses, subclauses and other
subdivisions of this Schedule 1.
2.1.3 Expressions referring to writing shall be construed as including
references to printing, lithography, typewriting, photography and other modes of
representing or reproducing words in a visible form.
2.1.4 Words importing the singular include the plural and vice versa;
words importing male persons include female persons and words importing persons
shall include corporations.
2.2.0 Notices
2.2.1 A notice, statement or report may be given or delivered by the
Corporation pursuant to the Articles to any shareholder either by delivery to
him personally or by sending it by mail to him to his address as recorded in the
securities register of the Corporation. Where a notice, statement or report is
sent by mail, service or delivery of the notice, statement or report shall be
deemed to be effected by property addressing, prepaying and mailing the notice,
statement or report and to have been given on the day, Saturdays, Sundays and
holidays excepted, following the date of mailing. A certificate signed by the
Secretary or other officer of the Corporation or of any other corporation acting
in that behalf for the Corporation that the letter, envelope or wrapper
containing the notice, statement or report was so addressed, prepaid and mailed
shall be conclusive evidence thereof.
2.2.2 A notice, statement or report may be given or delivered by the
Corporation pursuant to the Articles to the joint holders of a share by giving
the notice to the joint holder first named in the securities register of the
Corporation in respect of the share.
2.2.3 A notice, statement or report may be given or delivered by the
Corporation pursuant to its Articles to the to the persons entitled to a share
in consequence of the death, bankruptcy or incapacity of a shareholder by
sending it through the mail prepaid addressed to them by name or by the title of
representatives of the deceased or incapacitated person or trustee of the
bankrupt, or by any like description, at the address (if any) supplied to the
Corporation for the purpose by the persons claiming to be so entitled, or (until
such address has been so supplied) by giving the notice in a manner in which the
same might have been given if the death, bankruptcy or incapacity had not
occurred.
2.2.4 Notice to be given pursuant to the Articles of every general
meeting or meeting of shareholders holding a class of shares shall be given in a
manner hereinbefore authorized to every shareholder holding at the time of the
issue of the notice or the date fixed for determining the shareholders entitled
to such notice, whichever is earlier, shares which confer the right to notice of
and to attend and vote at any such meeting. No other person except the auditor
of the Corporation and the Directors of the Corporation shall be entitled to
receive notices of any such meeting.
<PAGE>
Part 3 - Common Shares
3.0 The Common Shares shall have the following rights, privileges,
restrictions and conditions attached thereto.
3.1.0 Voting
3.1.1 The holders of the Common Shares are entitled to receive notice
of and to attend and vote at all meetings of the shareholders of the Corporation
and vote at all meetings of the shareholders of the Corporation and to have one
(1) vote for each Common Share held.
3.2.0 Dividends
3.2.1 The holders of the Common Shares shall be entitled to receive,
and the Corporation shall pay thereon, as and when declared by the Board of
Directors of the Corporation out of funds and/or assets of the Corporation
properly available for the payment of dividends, such dividends as the Board of
Directors may deem advisable.
3.3.0 Liquidation, Dissolution and Winding-up
3.3.1 Subject to the rights, privileges, restrictions and conditions
attached to the Class A Preference Shares and the Class B Preference Shares and
any other shares from time to time ranking prior to the Common Shares with
respect to entitlement to receive property of the Corporation upon the
liquidation, dissolution or winding-up thereof, the holders of the Common Shares
shall be entitled to receive the remaining property of the Corporation upon the
liquidation, dissolution or winding-up thereof.
Part 4 - Class A Preference Shares
4.0 The Class A Preference Shares shall have attached thereto, as a
class, the rights, privileges, restrictions and conditions set out in this Part
4.
4.1.0 Issuance in Series
4.1.1 The Class A Preference Shares may, upon compliance with the
applicable provisions of the Act, be issued at any time and from time to time in
one or more series, each series to consist of such number of shares as may,
before the issue thereof, be fixed by the Directors.
4.2 Determination by Directors
4.2.1 Subject to the provisions of these Articles, the rights,
privileges, restrictions and conditions attaching to the Class A Preference
Shares of any series and subject to or in addition to the provisions of the
Company Act the Directors may by resolution ("Series Resolution") daily gassed
before the issuance of Class A Preference Shares of any series alter the
Articles to fix the number of Class A Preference Shares in, and to determine the
designation, rights, privileges, restrictions and conditions attaching to the
Class A Preference Shares of each series, subject to the limitations set out in
the Articles and subject to the provisions of the Act.
<PAGE>
4.2.2 The Class A Preference Shares of any series may have attached
thereto such rights, privileges, restrictions and conditions as may be
determined by Series Resolutions with respect to each series including (as
examples only), without in any way limiting the generality of the foregoing,
rights, privileges, restrictions and conditions concerning:
(i) the rate or amount of dividends, whether cumulative or non-cumulative,
the currency or currencies of payment, the date or dates and place or places of
payment and the date or dates from which such dividends are to accrue;
(ii) the right to receive notice of or to attend or to vote at any meeting
of shareholders of the Corporation;
(iii) the right to convert or exchange Class A Preference Shares into Common
Shares or other shares, bonds, debentures, securities, or otherwise;
(iv) the right of the Corporation to redeem or to purchase Class A
Preference Shares;
(v) obligations with respect to sinking funds or funds for purchase or
redemption of Class A Preference Shares, rights of retraction or share purchase
plans;
(vi) restriction upon the payment of dividends on, or retirement of, any
other shares of the Corporation or of any subsidiary of the Corporation;
(vii) restrictions upon the redemption or purchase of any other shares of
the Corporation or of any subsidiary of the Corporation;
(viii) the exercise by the Corporation of any election open to it to make
any payments of corporation, income or other taxes;
(ix) the subdivision, consolidation or reclassification of any shares of the
Corporation;
(x) restrictions upon borrowing by the Corporation or by any subsidiary of
the Corporation or the issue by the Corporation of any preference shares in
addition to the Class A Preference Shares of any series at any time outstanding;
(xi) restrictions upon the reduction of capital by the Corporation or by any
subsidiary of the Corporation;
(xii) restrictions upon the retirement of notes, bonds or debentures or
other indebtedness of the Corporation or of any subsidiary of the Corporation;
(xiii) limitations or restrictions upon or regulations concerning the
conduct of the business of the Corporation or the investment of its funds;
(xiv) the holding of meetings of the holders of the Class A Preference
Shares of any series;
<PAGE>
(xv) restrictions upon the creation or issuance of any other shares or
securities of the Corporation;
(xvi) the right of holders of the Class A Preference Shares to convert or
exchange the shares of any class of the Corporation into or for any other
securities of the corporation or into or for shares or securities of any other
company;
(xvii) the rights of holders of the Class A Preference Shares in the event
of liquidation, dissolution or winding up of the Corporation or any other
distribution of assets or property of the Corporation among the members for the
purpose of winding up its affairs;
(xviii) the right of holders of Class A Preference Shares to receive copies
of the annual financial statements of the Corporation and the Auditor's Report
thereon; and
(xix) the right of holders of Class A Preference Shares to subscribe for or
purchase or receive any part of any issue of shares, bonds, debentures or other
securities of the Corporation.
4.3.0 Preference and Priority
4.3.1 With respect to priority in payment of dividends and in the
distribution of assets or property of the Corporation in the event of the
liquidation, dissolution or winding-up of the Corporation, whether voluntary or
involuntary, or in any other distribution of assets or property of the
Corporation among its members for the purpose of winding-up its affairs the
Class A Preference Shares of each series shall be entitled to a preference and
priority over the Common Shares and any other shares ranking junior to the Class
A Preference Shares (including the Second Preference Shares) and, subject to the
provisions of the Company Act, the Class A Preference Shares of any series may
also be given such other preferences over the Common Shares and any other shares
ranking junior to the Class A Preference Shares (including the Second Preference
Shares) as may be provided in the Series Resolution in respect of such series.
4.4.0 Additional Issue
4.4.1 Subject to the provisions of the Act, these Articles and the
special rights, privileges, restrictions and conditions attaching to the Class A
Preference Shares of any series, the Corporation shall have the right at any
time or times to create, allot and issue any shares of any class or classes
ranking in priority to or on a parity with the Class A Preference Shares or the
Class A Preference Shares of such series and having such designation, rights,
privileges, restrictions and conditions attaching thereto, including, without in
any way limiting the generality of the foregoing, rights, privileges,
restrictions and conditions concerning the matters set forth in Article 4.2.2,
as may be set forth in the resolution or resolutions creating such class and
defining the special rights or restrictions to be attached thereto (the whole of
which is subject to the filing with the Director of articles of amendment as
required by the Act). The rights, privileges, restrictions and conditions
attaching to the Class A Preference Shares or the Class A Preference Shares of
any series shall not be prejudiced or interfered with by reason only of the
creation, issuance and allotment of shares of any other class or classes ranking
in priority to or on a parity with the Class A Preference Shares or the Class A
Preference Shares of such series.
<PAGE>
4.4.2 Nothing contained in these Articles shall require any consent or
approval from the holders of the Class A Preference Shares or the Class A
Preference Shares of any series to any alteration of the Articles which shall
authorize or provide for the creation of additional preference shares including
any that rank in priority to the Class A Preference Shares, provided that there
has been compliance with the conditions, if any, set forth in the special rights
or restrictions attaching to the Class A Preference Shares or the Class A
Preference Shares of such series, and it is a term of the issuance of any of the
Class A Preference Shares that the holders thereof consent to any such
alteration.
4.5.0 Amendment
4.5.1 Subject to the provisions of the Act, the provisions contained in
this Part 4 may be repealed, in whole or in part, abrogated, altered, varied,
added to, modified, amended or amplified with the consent of the holders of
Class A Preference shares given as provided herein.
4.5.2 A consent under Article 4.4.1 shall be sufficiently given if it
shall be given in writing by the holders of two-thirds of the Class A Preference
Shares then outstanding or by resolution passed at a meeting of the holders of
the Class A Preference Shares, duly called for that purpose and held upon at
least 21 days' notice, at which the holders of at least 10% of Class A
Preference Shares then outstanding are present or represented by proxy and
carried by the affirmative votes of not less than two-thirds of the votes on
such resolution cast on a poll.
4.5.3 If at any meeting of the holders of Class A Preference Shares, a
quorum is not present or represented by proxy within one-half hour after the
time appointed for such meeting, then such meeting shall be adjourned to a date
not less than 15 days thereafter and to such time and place as shall be
appointed by the chairman and at least 10 days' notice shall be given of such
adjourned meeting, but it shall not be necessary to specify the purpose for
which such meeting was originally called. At such adjourned meeting, the
holders of the Class A Preference Shares then present or represented by proxy
may, subject to the provisions of the Act, transact the business for which such
meeting was originally called and a resolution shall be carried by the
affirmative votes of not less than two-thirds of the votes on such resolution
cast on a poll. Except as otherwise provided herein, the formalities to be
observed in respect of the giving of notice of any meeting or adjourned meeting
and the conduct thereof shall be those from time to time prescribed by the
Articles with respect to general meetings. On every poll taken at any such
meeting or adjourned meeting, every holder of Class A Preference Shares shall be
entitled to one vote in respect of each Class A Preference Share held by such
holder.
Part 5 - Class B Preference Shares
5.0 The Class B Preference Shares shall have attached thereto, as a
class, the rights, privileges, restrictions and conditions set out in this Part
5.
5.1.0 Issuance In Series
5.1.1 The Class B Preference Shares may, upon compliance with the
applicable provisions of the Act, be issued at any time and from time to time in
one or more series, each series to consist of such number of shares as may,
before the issue thereof, be fixed by the Directors.
<PAGE>
5.2.0 Determination by Directors
5.2.1 Subject to the provisions of these Articles, the rights,
privileges, restrictions and conditions attaching to the Class B Preference
Shares of any series and subject to or in addition to the provisions of the
Company Act, the directors may by resolution ("Series Resolution") duly passed
before the issuance of Class B Preference Shares of any series alter the
Articles to fix the number of Class B Preference Shares in, and to determine the
designation, rights, privileges, restrictions and conditions attaching to the
Class B Preference Shares of each series, subject to the limitations set out in
the Articles and subject to the provisions of the Act.
5.2.2 The Class B Preference Shares of any series may have atteched
thereto such rights, privileges, restrictions and conditions as may be
determined by Series Resolutions with respect to each series, including (as
examples only), without in any way limiting the generality of the foregoing,
rights, privileges, restrictions and conditions concerning:
(i) the rate or amount of dividends, whether cumulative or non-cumulative,
the currency or currencies of payment, the date or dates and place or places of
payment and the date or dates from which such dividends are to accrue;
(ii) the right to receive notice of or to attend or to vote at any meeting
of shareholders of the Corporation;
(iii) the right to convert or exchange Class B Preference Shares into Common
Shares or other shares, bonds, debentures, securities, or otherwise;
(iv) the right of the Corporation to redeem or to purchase Class B
Preference Shares;
(v) obligations with respect to sinking funds or funds for purchase or
redemption of Class B Preference Shares, rights of retraction or share purchase
plans;
(vi) restriction upon the payment of dividends on, or retirement of, any
other shares of the Corporation or of any subsidiary of the Corporation;
(vii) restrictions upon the redemption or purchase of any other shares of
the Corporation or of any subsidiary of the Corporation;
(viii) the exercise by the Corporation of any election open to it to make
any payments of corporation, income or other taxes;
(ix) the subdivision, consolidation or reclassification of any shares of the
Corporation;
(x) restrictions upon borrowing by the Corporation or by any subsidiary of
the Corporation or the issue by the Corporation of any preference shares in
addition to the Class B Preference Shares of any series at any time outstanding;
(xi) restrictions upon the reduction of capital by the Corporation or by any
subsidiary of the Corporation;
<PAGE>
(xii) restrictions upon the retirement of notes, bonds or debentures or
other indebtedness of the Corporation or of any subsidiary of the Corporation;
(xiii) limitations or restrictions upon or regulations concerning the
conduct of the business of the Corporation or the investment of its funds;
(xiv) the holding of meetings of the holders of the Class B Preference
Shares of any series;
(xv) restrictions upon the creation or issuance of any other shares or
securities of the Corporation;
(xvi) the right of holders of the Class B Preference Shares to convert or
exchange the shares of any class of the Corporation into or for any other
securities of the corporation or into or for shares or securities of any other
company;
(xvii) the rights of holders of the Class B Preference Shares in the event
of liquidation, dissolution or winding up of the Corporation or any other
distribution of assets or property of the Corporation among the members for the
purpose of winding up its affairs;
(xviii) the right of holders of Class B Preference Shares to receive copies
of the annual financial statements of the Corporation and the Auditor's Report
thereon; and
(xix) the right of holders of Class B Preference Shares to subscribe for or
purchase or receive any part of any issue of shares, bonds, debentures or other
securities of the Corporation.
5.3.0 Preference and Priority
5.3.1 With respect to priority in payment of dividends and in the
distribution of assets or property of the Corporation in the event of the
liquidation, dissolution or winding-up of the Corporation, whether voluntary or
involuntary, or in any other distribution of assets or property of the
Corporation among its members for the purpose of winding-up its affairs the
Class B Preference Shares of each series shall be entitled to a preference and
priority over the Common Shares and any other shares ranking junior to the Class
B Preference Shares but shall rank in respect thereof junior to the Class A
Preference Shares and, subject to the provisions of the Company Act, the Class B
Preference Shares of any series may also be given such other preferences over
the Common Shares and any other shares ranking junior to the Class B Preference
Shares as may be provided in the Series' Resolution in respect of such series
but shall rank in respect thereof junior to the Class A Preference Shares.
5.4.0 Additional Issues
5.4.1 Subject to the provisions of the Act, these Articles and the
rights, privileges, restrictions and conditions attaching to the Class B
Preference Shares of any series, the Corporation shall have the right at any
time or times to create, allot and issue any shares of any class or classes
ranking in priority to or on a parity with the Class B Preference Shares or the
Class B Preference Shares of such series and having such designation, rights,
<PAGE>
privileges, restrictions and conditions attaching thereto, including, without in
any way limiting the generality of the foregoing, rights, privileges,
restrictions and conditions concerning the matters set forth in Article 5.2.2,
as may be set forth in the resolution or resolutions creating such class and
defining the special rights or restrictions to be attached thereto (the whole of
which is subject to the filing with the Director of articles of amendment as
required by the Act). The rights, privileges, restrictions and conditions
attaching to the Class B Preference Shares or the Class B Preference Shares of
any series shall not be prejudiced or interfered with by reason only of the
creation, issuance and allotment of shares of any other class or classes ranking
in priority to or on a parity with the Class B Preference shares or the Class B
Preference Shares of such series.
5.4.2 Nothing contained in these Articles shall require any consent or
approval from the holders of the Class B Preference Shares or the Class B
Preference Shares of any series to any alteration of the Articles which shall
authorize or provide for the creation of additional preference shares including
any that rank in priority to the Class B Preference Shares, provided that there
has been compliance with the conditions, if any, set forth in the special rights
or restrictions attaching to the Class B Preference Shares or the Class B
Preference Shares of such series, and it is a term of the issuance of any of the
Class B Preference Shares that the holders thereof consent to any such
alteration.
5.5.0 Amendment
5.5.1 Subject to the provisions of the Act, the provisions contained in
this Part 5 may be repealed, in whole or in part, abrogated, altered, varied,
added to, modified, amended or amplified with the consent of the holders of
Class B Preference Shares given as provided herein.
5.5.2 A consent under Article 5.4.1 shall be sufficiently given if it
shall be given in writing by the holders of two-thirds of the Class B Preference
Shares then outstanding or by resolution passed at a meeting of the holders of
the Class B Preference Shares, duly called for that purpose and held upon at
least 21 days' notice, at which the holders of at least 10% of Class B
Preference Shares then outstanding are present or represented by proxy and
carried by the affirmative votes of not less than two-thirds of the votes on
such resolution cast on a poll.
5.5.3 If at any meeting of the holders of Class B Preference Shares, a
quorum is not present or represented by proxy within one-half hour after the
time appointed for such meeting, then such meeting shall be adjourned to a date
not less than 15 days thereafter and to such time and place as shall be
appointed by the chairman and at least 10 days' notice shall be given of such
adjourned meeting, but it shall not be necessary to specify the purpose for
which such meeting was originally called. At such adjourned meeting, the
holders of the Class B Preference Shares then present or represented by proxy
may, subject to the provisions of the Act, transact the business for which such
meeting was originally called and a resolution shall be carried by the
affirmative votes of not less than two-thirds of the votes on such resolution
cast on a poll. Except as otherwise provided herein, the formalities to be
observed in respect of the giving of notice of any meeting or adjourned meeting
and the conduct thereof shall be those from time to time prescribed by the
Articles with respect to general meetings. On every poll taken at any such
meeting or adjourned meeting, every holder of Class B Preference Shares shall be
entitled to one vote in respect of each Class B Preference Share held by such
holder.
