Exhibit 1.1
Alberta | CORPORATE ACCESS NUMBER | |
20741756 | ||
GOVERNMENT OF ALBERTA |
BUSINESS CORPORATIONS ACT
CERTIFICATE
OF
CONTINUANCE
PROFCO RESOURCES LTD.
CONTINUED FROM BRITISH COLUMBIA TO ALBERTA ON
JUNE 10, 1997.
BUSINESS CORPORATIONS ACT (SECTIONS 181. 261 and 262) | FORM 11 |
Alberta | ARTICLES OF CONTINUANCE | |
REGISTRIES | ||
1. NAME OF CORPORATION. | 2. CORPORATE ACCESS NUMBER. | |
PROFCO RESOURCES LTD. | 20741 756 |
3. | THE CLASSES AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS AUTHORIZED TO ISSUE. |
THE CORPORATION IS AUTHORIZED TO ISSUE AN UNLIMITED NUMBER OF ONE CLASS OF SHARES DESIGNATED AS COMMON SHARES.
4. | RESTRICTIONS IF ANY ON SHARE TRANSFERS. |
NONE.
5. | NUMBER (OR MINIMUM OR MAXIMUM NUMBER) OF DIRECTORS. |
A MINIMUM OF 3 AND A MAXIMUM OF 9, THE NUMBER WITHIN SUCH RANGE TO BE FDCED OR CHANGED BY RESOLUTION OF THE SHAREHOLDERS OR THE DIRECTORS OF THE CORPORATION.
6. | RESTRICTIONS IF ANY ON BUSINESSES THE CORPORATION MAY CARRY ON. |
NONE.
7. | IF CHANGE OF NAME EFFECTED, PREVIOUS NAME. |
N/A
8. | DETAILS OF INCORPORATION. |
INCORPORATED UNDER THE COMPANY ACT (BRITISH COLUMBIA) ON OCTOBER 1, 1985 UNDER THE NAME “PROFCO RESOURCES LTD.”
9. | OTHER PROVISIONS IF ANY. |
THE SCHEDULE ‘I’ IS INCORPORATED INTO AND FORMS PART OF THIS FORM.
7. DATE | SIGNATURE | |||
June 4th, 1997 | RICHARD K. JAGGARD | CORPORATE SECRETARY | ||
FOR DEPARTMENTAL USE ONLY | FILED |
SCHEDULE “I”
TO THE ARTICLES OF CONTINUANCE
OF PROFCO RESOURCES LTD.
1. | Without limiting the borrowing powers of the Corporation as set forth in the Business Corporations Act (Alberta), the directors of the Corporation may from time to time, without authorization of the shareholders, |
(a) | borrow money on the credit of the Corporation; |
(b) | issue, reissue, sell or pledge bonds, debentures, notes or other evidences of indebtedness or guarantees of the Corporation, whether secured or unsecured; |
(c) | subject to the Business Corporations Act (Alberta), give a guarantee on behalf of the Corporation to secure performance of an obligation of any person; and |
(d) | mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation. |
Nothing in this clause limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.
2. | Subject to the Business Corporations Act (Alberta), the directors may, between annual general meetings of shareholders, appoint one or more additional directors of the Corporation to serve until the next annual general meeting of shareholders. |
FILED
JUN 10 1997
BRITISH
COLUMBIA
May 2, 1997
DuMoulin Black
10th Floor, 595 Howe Street
Vancouver BC V6C 2T5
Dear W. David Black:
Re: PROFCO RESOURCES LTD.. Number 298500
I hereby authorize the continuation of the above company to the jurisdiction of the Alberta Business Corporations Act.
My consent is valid for six months, ending November 2, 1997.
Yours truly,
John S. Powel
Registrar of Companies
Enquiries: | Dianne Mullin: (604) 356-8624 | |
Barb Morrison: (604) 356-8625 | ||
Fax: (604) 356-6422 |
Ministry of | Corporate and Personal | Mailing Address: | Location: | |||
Finance and | Property Registries | PO Box 9431 Stn Prov Govt | Second Floor | |||
Corporate Relations | Victoria BC V8W 9V3 | 940 Blanshard Street | ||||
Victora |