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EXHIBIT 3.3
OPTIMA PETROLEUM CORPORATION
The following resolutions were passed by the SPECIAL COMMITTEE of
OPTIMA PETROLEUM CORPORATION (the "Company") having been consented
to in writing by all the members of the Special Committee as of
the 30th day of June, 1995.
SPECIAL COMMITTEE APPROVAL OF PLAN OF ARRANGEMENT
WHEREAS the Company's Board of Directors appointed the Special Committee to
consider the proposed arrangement ("Arrangement") between the Company and
Roxbury Capital Corp. ("Roxbury") whereby the Company will acquire all of the
issued and outstanding common shares of Roxbury in exchange for common shares
and warrants of the Company on the basis of seven common shares and seven share
purchase warrants of the Company for every one Roxbury common share, each share
purchase warrant entitling the holder to acquire an additional common share of
the Company prior to February 28, 1997 at a price of $5.10 per share;
AND WHEREAS in considering the appropriateness of the proposed Arrangement, the
Special Committee reviewed and considered, among other things:
(a) information provided by management of the Company and Roxbury with
respect to the business and operations of the Company and Roxbury
on both a historical and prospective basis;
(b) representations provided by management of the Company that the
Arrangement will, in addition to streamlining management and
operations of the Company and Roxbury, enhance the Company's
property holdings by the consolidating the Company's and Roxbury's
interests in the Company's principle producing properties;
(c) information provided by the Company's financial advisors and legal
counsel;
(d) a valuation and fairness opinion prepared by BDO Valuation Inc. at
the request of the boards of the Company and of Roxbury, which
stated its opinion that the Arrangement is fair, from a financial
point of view, to the Company's shareholders and Roxbury
shareholders generally.
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AND WHEREAS the Special Committee has concluded that the proposed Arrangement is
fair and reasonable to, and in the best interests of, the Company and the
Company's shareholders for the following principal reasons:
(a) efficiencies from a management and operations perspective could be
realized from the merger of Roxbury and the Company;
(b) the availability of a larger asset base and market capitalization
to fund ongoing exploration and development programs; and
(c) the availability of Roxbury's tax pools in the U.S. to offset
taxable cash flow from the Turtle Bayou Prospect in Louisiana.
IT IS HEREBY RESOLVED THAT:
1. the Company proceed with the proposed arrangement on the basis set forth
in the Arrangement Agreement and attached Plan of Arrangement dated June
30, 1995 (the "Arrangement Agreement");
2. any one member of the Special Committee be and he is hereby authorized
and directed to perform all such acts, deeds and things and execute all
such documents and other writings as may be required to give effect to
the true intent of this resolution.
These resolutions may be signed by the members of the Special Committee in as
many counterparts as may be deemed necessary, each of which so signed shall be
deemed to be an original, and such counterparts together shall constitute one
and the same instrument notwithstanding the date of execution and shall be
deemed to bear the date set forth above.
/s/ William Leuschner
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William Leuschner
/s/ Emile Stehelin
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Emile Stehelin
/s/ Martin G. Abbott
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Martin G. Abbott
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OPTIMA PETROLEUM CORPORATION
The following resolutions were passed by the Directors of OPTIMA
PETROLEUM CORPORATION (the "Company") having been consented to in
writing by all the Directors of the Company as of the 30th day of June,
1995
APPROVAL OF PLAN OF ARRANGEMENT
WHEREAS the Company's Board of Directors appointed the Special Committee to
consider the proposed arrangement ("Arrangement") between the Company and
Roxbury Capital Corp. ("Roxbury") whereby the Company will acquire all of the
issued and outstanding common shares of Roxbury in exchange for common shares
and warrants of the Company on the basis of seven common shares and seven share
purchase warrants of the Company for every one Roxbury common share, each share
purchase warrant entitling the holder to acquire an additional common share of
the Company prior to February 28, 1997 at a price of $5.10 per share;
AND WHEREAS the Special Committee has concluded that the proposed Arrangement is
fair and reasonable to, and in the best interests of, the Company and the
Company's shareholders and has recommended to the Board that the Company proceed
with the Arrangement;
IT IS HEREBY RESOLVED THAT:
1. the Company proceed with the proposed arrangement on the basis set forth
in the Arrangement Agreement and attached Plan of Arrangement dated June
30, 1995 (the "Arrangement Agreement");
2. the President and Chief Financial Officer of the Company be and they are
hereby authorized to execute under seal of the Company the Arrangement
Agreement;
3. subject to the receipt of all required shareholder, regulatory and court
approvals to the Arrangement, the following share issuances be and are
hereby approved:
(a) the issuance of up to 1,374,727 shares (the Shares") issued at
a deemed price of $4.50 per Share and up to 1,374,727 warrants
("Warrants") to the registered shareholders of Roxbury;
(b) the issuance of up to 1,374,727 shares upon exercise of the
Warrants;
(c) the issuance of up to 15,000 shares upon exercise of stock
options to the following directors of Roxbury as per paragraph
3.2(b) of the Plan of Arrangement:
Name of Director Number of shares Exercise Price Expiry Date
under option
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John McCleery 4,300 $5.25 March 8/96
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Ted Kozub 7,100 $5.25 March 8/96
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David Block 3,600 $5.25 March 8/96
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(d) the issuance of up to 122,300 shares upon exercise of
outstanding Roxbury warrants to the following warrant holders:
Name of Warrant Holder Number of shares Exercise Expiry Date
under warrant Price
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Emile Stehelin RRSP 7,300 $ 6.65 September 15, 1995
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Eva Stehelin 17,900 $ 6.65 September 15, 1995
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John McCleery RRSP 22,200 $ 6.65 September 15, 1995
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Thornbury Estates 3,000 $ 6.65 September 15, 1995
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Laurie Leuschner 10,700 $ 6.65 September 15, 1995
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Geoffrey Kane 4,300 $ 6.65 September 15, 1995
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Knapton Investments 2,900 $ 6.65 September 15, 1995
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Robert L. Hodgkinson 10,700 $ 10.50 November 15, 1995
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William C. Leuschner 10,700 $ 10.50 November 15, 1995
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Emile Stehelin 10,700 $ 10.50 November 15, 1995
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Ronald P. Bourgeois 3,900 $ 10.50 November 15, 1995
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Harold Gershuny 5,000 $ 10.50 November 15, 1995
========================================================================================
Sinclair Capital Corp. 13,000 $ 9.10 August 25, 1996
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4. the Company make application to The Toronto Stock Exchange to list the
2,886,754 common shares to be issued and reserved for issuance pursuant
to the foregoing share issuances;
5. any one director or officer of the Company be and he is hereby
authorized and directed to perform all such acts, deeds and things and
execute, under the seal of the Company or otherwise, all such documents
and other writings as may be required to give effect to the true intent
of this resolution including, without limitation, all treasury orders
and the Warrant Indenture with Montreal Trust Company.
These resolutions may be signed by the Directors in as many counterparts as may
be deemed necessary, each of which so signed shall be deemed to be an original,
and such counterparts together shall constitute
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one and the same instrument notwithstanding the date of execution and shall be
deemed to bear the date as set forth above.
/s/ William Leuschner /s/ Robert L. Hodgkinson
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William Leuschner Robert L. Hodgkinson
/s/ Emile Stehelin /s/ Ronald P. Bourgeois
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Emile Stehelin Ronald P. Bourgeois
/s/ Martin G. Abbott
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Martin G. Abbott
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