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EXHIBIT 99.1
[CANADA FLAG LOGO] Industry Canada Industrie Canada
CERTIFICATE CERTIFICAT
OF CONTINUANCE DE PROROGATION
CANADA BUSINESS LOI CANADIENNE SUR
CORPORATIONS ACT LES SOCIETES PAR ACTIONS
ATI TECHNOLOGIES INC. 428568-9
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Name of corporation- Corporation number-
Denomination de la societe Numero de la societe
I hereby certify that the above- Je certifie que la societe susmentionnee
named corporation was continued under a ete prorogee en vertu de l'article 187
section 187 of the Canada Business de la Loi canadienne sur les societes par
Corporations Act, as set out in the actions, tel qu'il est indique dans les
attached articles of continuance. clauses de prorogation ci-jointes.
/s/ Richard G. Shaw JANUARY 31, 2005 / LE 31 JANVIER 2005
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Richard G. Shaw Date of Continuance - Date de la
Director - Directeur prorogation
[CANADA LOGO]
<Table>
[CDN FLAG LOGO] Industry Canada Industrie Canada FORM II FORMULAIRE II
ARTICLES OF CONTINUANCE CLAUSES DE PROROGATION
Canada Business Loi canadienne sur les (SECTION 187) (ARTICLE 187)
Corporations Act societes par actions
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1 -- Name of the Corporation Denomination sociale de la societe 2 -- Taxation Year End
Fin de l'annee d'imposition
ATI TECHNOLOGIES INC. M D - J
0 8 3 1
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3 -- The province or territory in Canada where the La province ou le territoire au Canada ou se situera le siege social
registered office is to be situated
ONTARIO
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4 -- The classes and the maximum number of shares that Categories et le nombre maximal d'actions que la societe est autorisee
the corporation is authorized to issue a emettre
(i) an unlimited number of common shares; and
(ii) an unlimited number of preferred shares.
The annexed Schedule "A" is incorporated in this form.
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5 -- Restrictions, if any, on share transfers Restrictions sur le transfert des actions, s'il y a lieu
None.
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6 -- Number (or minimum and maximum number) of directors Nombre (ou nombre minimal et maximal) d'administrateurs
Minimum : 3, Maximum : 15
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7 -- Restrictions, if any, on business the corporation may Limites imposees a l'activite commerciale de la societe, s'il y a lieu
carry on
None.
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8 -- (1) If change of name effected, previous name (1) S'il y a changement de denomination sociale, indiquer le
denomination sociale anterieure
N/A
(2) Details of incorporation (2) Details de la constitution
August 20, 1985 under the Business Corporations Act
(Ontario)
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9 -- Other provisions, if any Autres dispositions, s'il y a lieu
The annexed Schedule "B" is incorporated in this form.
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Signature Printed Name - Nom an lettres moulees 10 -- Capacity of - En qualite de 11 -- Tel. No. - No de tel.
/s/ David Orton David Orton President and Chief 905-882-2600
Executive Officer
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IC 3247 (2003/06) [CANADA LOGO]
FEB - 1 2005
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SCHEDULE "A"
TO ARTICLES OF CONTINUANCE OF
ATI TECHNOLOGIES INC.
Part 1 - Interpretation
In these Share Provisions, the following words, terms and phrases shall
have the following meanings
(a) "Act" means the Canada Business Corporations Act or its successor,
as amended, replaced or re-enacted from time to time;
(b) "final distribution" means the distribution of assets of the
Corporation on any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, or other distribution
of assets of the Corporation among its shareholders for the purpose
of winding up its affairs; and
(c) "Share Provisions" means the rights, privileges, restrictions and
conditions attaching to the common shares and the preferred shares
of the Corporation.
These Share Provisions, as from time to time amended, shall be read
without regard to paragraph headings, which are included for ease of reference
only, and with all changes in gender and number permitted by the context.
Part 2 - Common Shares
The rights, privileges, restrictions and conditions attaching to the
common shares are as follows:
2.1 Dividends and Distributions: Subject to the rights of the holders of any
other class or series of shares of the Corporation, the holders of the common
shares are entitled to receive equally, share for share: (i) all dividends
declared by the directors, (ii) all property of the Corporation that is ever
distributed to any of its shareholders (including without limitation on any
final distribution) and (iii) any remaining property of the Corporation on
dissolution.
2.2 Votes: The holders of the common shares are entitled to receive notice of
and to attend all meetings of shareholders of the Corporation, except meetings
at which only holders of another specified class or series of shares are
entitled to vote, and are entitled to one vote for each common share held on all
votes taken at such meetings.
Part 3 - Preferred Shares
The rights, privileges, restrictions and conditions attaching to the
preferred shares as a class are as follows:
3.1 Directors' Rights to Issue in One or More Series: The preferred shares may
at any time and from time to time be issued in one or more series. Before any
shares of a particular series are issued the directors of the Corporation shall
fix the number of shares which will form such series and shall, subject to the
limitations set out herein, by resolution determine the designation, rights,
privileges, restrictions and conditions to be attached to the preferred shares
or such series, including, but without limiting the generality of the foregoing:
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(a) the rate, amount or method of calculation of dividends (if any)
payable thereon;
(b) if applicable, the time or times and place or places of payment of
dividends;
(c) if applicable, the consideration for and the terms and conditions of
any purchase for cancellation, retraction or redemption thereof;
(d) conversion, exchange or reclassification rights attached thereto (if
any);
(e) voting rights attached thereto (if any);
(f) if applicable, the terms and conditions of any share purchase plan
or sinking fund and the restrictions respecting payment of dividends
on or the repayment of capital in respect of any shares ranking
junior to the preferred shares; and
(g) any other terms not inconsistent with these Share Provisions;
the whole subject to the filing with the Director (as defined in the Act) of
Articles of Amendment in prescribed form designating such series of preferred
shares including the designation, rights, privileges, restrictions and
conditions attaching thereto as determined by the directors and the issuance of
a Certificate of Amendment with respect thereof. Notwithstanding the foregoing,
the preferred shares shall not be entitled to any voting rights except as
prescribed by law or except if the Corporation has failed to pay dividends on
any series of preferred shares.
3.2 Ranking of Preferred Shares: Each series of preferred shares shall, with
respect to the payment of dividends and the distribution of assets in the event
of a liquidation, whether voluntary or involuntary, or any other distribution of
assets of the Corporation among its shareholders for the purpose of winding up
its affairs, rank on a parity with each other series of preferred shares, and
shall be entitled to a preference over the common shares and over any other
shares ranking junior to the preferred shares, and the preferred shares of any
series may also be given such other preferences not inconsistent with sections
3.1 to 3.7 hereof over the common shares and over any other shares ranking
junior to the preferred shares as may be determined by resolution of the
directors of the Corporation. If any amount of cumulative dividends, whether or
not declared, or any amount of declared non-cumulative dividends in respect of
any preferred shares is not paid in full, the preferred shares of all series
shall participate rateably in respect of such dividends in accordance with the
sums which would be payable on such shares if all such dividends were declared
and paid in full; and if any amount payable on a return of capital in the event
of the liquidation, dissolution or winding up of the Corporation in respect of
any preferred shares is not paid in full, the preferred shares of all series
shall participate rateably in respect of any return of capital in accordance
with the sums which would be payable on such return of capital if all sums so
payable were paid in full; provided, however, that in the event of there being
insufficient assets to satisfy in full all such claims as aforesaid, the claims
of the holders of the preferred shares with respect to return of capital shall
first be paid and satisfied and any assets remaining thereafter shall be applied
towards the payment and satisfaction of claims in respect of dividends.
3.3 Voting Rights. Except as hereinafter referred to or as required by law or
in accordance with any voting rights which may from time to time be attached to
any series of preferred shares
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the holders of preferred shares as a class shall not be entitled as such to
receive notice of, to attend or to vote at any meeting of the shareholders of
the Corporation; provided that the holders of preferred shares as a class shall
be entitled to notice of meetings of shareholders called for the purpose of
authorizing the dissolution of the Corporation or the sale, lease, or exchange
of all or substantially all the property of the Corporation other than in the
ordinary course of business of the Corporation.
3.4 Amendment with Approval of Holders of Preferred Shares: The rights,
privileges, restrictions and conditions attaching to the preferred shares as a
class may be added to, removed or changed but only with the approval of holders
of preferred shares given in accordance with the requirements of the Act and the
minimum requirements provided for in section 3.5 hereof.
3.5 Approval of Holders of Preferred Shares: Subject to section 3.7
hereof, the approval of the holders of preferred shares as a class to any
matters referred to in these Share Provisions may be given as specified below:
(a) Approval and Quorum: Any approval required to be given by the
holders of preferred shares shall be deemed to have been
sufficiently given if it shall have been given by a resolution
signed by all of the holders of the then outstanding preferred
shares or by a resolution passed by the affirmative vote of not less
than two-thirds of the votes cast by holders of preferred shares who
voted in respect of that resolution at a meeting of the holders of
preferred shares called and held for such purpose in accordance with
the by-laws of the Corporation at which holders of not less than
one-quarter of the then outstanding preferred shares are present in
person or presented by proxy; provided that, if at any such meeting
a quorum is not present within one-half hour after the time
appointed for such meeting, the meeting shall be adjourned to the
same day in the next week at the same time and to such place as the
chairman of the meeting may determine and, subject to the provisions
of the Act, it shall not be necessary to give notice of such
adjourned meeting. At such adjourned meeting the holders of
preferred shares present in person or represented by proxy shall
constitute a quorum and may transact the business for which the
meeting was originally called and a resolution passed thereat by the
affirmative vote of not less than two-thirds of the votes cast by
holders of the preferred shares at such meeting shall constitute the
approval of the holders of preferred shares.
(b) Votes: On every poll taken at any meeting in respect of which only
the holders of preferred shares of more than one series are entitled
to vote, each holder of preferred shares shall be entitled to one
vote in respect of the greater of (i) each $1.00 of stated capital
added to the appropriate stated capital account of the Corporation
in respect of the issue of each such share and (ii) each $1.00 of
the liquidation preference or redemption preference (excluding any
amount payable in respect of declared but unpaid or accrued but
unpaid dividends) attached to each such share (and if the
liquidation preference and redemption preference are not the same at
the applicable time, then the greater of the two).
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Subject to the foregoing, the formalities to be observed with respect to
proxies, the giving or waiving of notice of any such meeting and the conduct
thereof shall be those from time to time prescribed in the Act and the by-laws
of the Corporation with respect to meetings of shareholders.
3.6 Shares Issued in Series with Identical Rights: Where preferred shares are
issued in more than one series with identical rights, privileges, restrictions,
conditions and designations attached thereto, all such series of preferred
shares shall rank pari passu and participate equally and proportionately without
discrimination or preference as if all such series of preferred shares had been
issued simultaneously and all such series of preferred shares may be designated
as one series.
3.7 Limitations: Subject to the provisions of the Act, the holders of
preferred shares or any series thereof shall not, unless the rights, privileges,
restrictions and conditions attached to the preferred shares of any particular
series thereof provide to the contrary, be entitled to vote separately as a
class or series on, or to dissent in respect of, any proposal to amend the
Articles of the Corporation to:
(a) increase or decrease any maximum number of authorized preferred
shares or any series thereof, or increase any maximum number of
authorized shares of a class or series having rights or privileges
equal or in priority to the preferred shares or any series thereof;
(b) effect an exchange, reclassification or cancellation of all or part
of the preferred shares or any series thereof; or
(c) create a new class or series of shares equal or in priority to the
preferred shares or any series thereof.
SCHEDULE B TO THE
ARTICLES OF CONTINUANCE OF
ATI TECHNOLOGIES INC.
Charging Power: Without restricting any of the powers and capacities of the
Corporation, whether derived from the Canada Business Corporations Act, or
otherwise, the Corporation may mortgage, hypothecate, pledge or otherwise create
a security interest in all or any present or future, real or personal, movable
or immovable, legal or equitable property of the Corporation (including without
limitation its book debts, rights, powers, franchises and undertakings) for any
purpose whatsoever.
Authorization to Appoint Additional Directors: Subject to the provisions of the
Canada Business Corporations Act, the directors of the Corporation may, within
the minimum and maximum number permitted by the articles, appoint one or more
additional directors, who shall hold office for a term expiring not later than
the close of the next annual meeting of the shareholders, provided that the
total number of additional directors so appointed may not exceed one-third of
the number of directors elected at the previous meeting of shareholders.