EXHIBIT 3.8
I HEREBY CERTIFY THAT THIS IS A COPY
OF A DOCUMENT FILED WITH THE
REGISTRAR OF COMPANIES ON
MAY 26 1995
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/s/ Illegible
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FOR THE REGISTRAR OF COMPANIES
FOR THE PROVINCE OF BRITISH COLUMBIA
FORM 21
(Section 371)
PROVINCE OF BRITISH COLUMBIA
COMPANY ACT
Certificate of
Incorporation No. 330743
SPECIAL RESOLUTION
The following special resolutions were passed by the undermentioned Company
on the date stated:
Name of Company: SUMMO MINERALS CORPORATION
Date resolutions passed: April 24, 1995
RESOLUTION:
"RESOLVED, AS A SPECIAL RESOLUTION THAT the authorized capital of the
Company be altered by:
(a) increasing from 20,000,000 Common Shares without par value to 500,000,000
Common Shares without par value pursuant to Section 254(1)(b) of the
COMPANY ACT (British Columbia);
(b) by the creation of 100,000,000 Preferred Shares without par value
pursuant to Section 254(1)(a) of the Company Act (British Columbia); and
(c) by the creation, definition and attachment of special rights and
restrictions to the Preferred Shares in the form attached hereto as
Schedule "B" and the inclusion of such Special Rights and Restrictions in
the Articles of the Company,
so that the authorized capital of the Company is increased from 20,000,000
Common Shares without par value to 600,000,000 Shares divided into 500,000,000
Common Shares without par value and 100,000,000 Preferred Shares without par
value, having attached thereto the Special Rights and Restrictions as set forth
in the Articles of the Company. The Memorandum, as altered, is attached as
Schedule "A".
CERTIFIED a true copy this 27th day of April, 1995.
(signature)
SCHEDULE A
MEMORANDUM
(As altered by special resolutions
dated: April 24, 1995)
of
SUMMO MINERALS CORPORATION
1. The name of the Company is SUMMO MINERALS CORPORATION.
2. The authorized capital of the Company consists of 600,000,000 shares
divided into:
500,000,000 Common shares without par value; and
100,000,000 Preferred Shares without par value
There be attached to the shares the special rights and restrictions set
forth in the Articles of the Company.
SCHEDULE B
SUMMO MINERALS CORPORATION (the "Company")
PART 26
SPECIAL RIGHTS AND ACTIONS ATTACHING TO
PREFERRED SHARES
The preferred shares without par value of the Company (the "Preferred
Shares") shall have attached thereto the following special rights and
restrictions:
26.1 The directors of the Company may at any time and from time to time
issued the Preferred Shares in one or more Series, each Series to consist of
such number of shares as may before issuance of any thereof be determined by the
directors.
26.2 The directors of the Company shall, subject as hereinafter
provided, by resolution duly passed before the first issue of the Preferred
Shares of any Series, alter the Memorandum of the Company to fix the number of
Preferred Shares in, and to determine the designation of the Preferred Shares of
such Series and alter the Articles to create, define and attach the preferences,
privileges, rights, restrictions, conditions, and limitations to be attached to
the Preferred Shares of such Series.
26.3 The Preferred Shares of any Series may have attached thereto
preferences, privileges, rights, restrictions, conditions or limitations with
regard to dividends (which, in the case of fixed dividends, shall in all
cases be cumulative), whether in cash or otherwise, voting, the right to
convert such shares into common shares or otherwise including, without
limiting the generality of the foregoing, preferences, privileges, rights,
restrictions, conditions, or limitations with respect to (a) the redemption
or purchase of Preferred Shares by the Company; (b) retraction privileges;
(c) sinking funds or funds for the purchase or redemption of Preferred
Shares; (d) payment of dividends on any other shares of the Company; (e)
redemption, purchase or other retirement of any shares of the Company or of
any subsidiary of the Company; (f) the exercise by the Company of any right
to elect that any one or more dividends are to be paid out of one or more
special surplus accounts recognized for tax purposes; (g) subdivision,
consolidation or reclassification of any shares of the Company; (h) borrowing
by the Company or any subsidiary of the Company; (i) the creation or issue of
any debt or equity securities by the Company or any subsidiary of the Company
including the issue of any Preferred Shares in addition to the Preferred
Shares at any time outstanding; (j) reduction of capital by the Company or
any subsidiary of the Company; (k) retirement of notes, bonds or debentures
or other indebtedness of the Company or any subsidiary of the Company; (l)
conduct of the business of the Company or investment of its funds; (m)
meetings of holders of Preferred Shares; and (n) the right of holders of
Preferred Shares to convert or exchange such shares into shares of any class
of the Company or into or for any other securities of the Company or into or
for shares or securities of any other corporation.
26.4 The holders of Preferred Shares shall be entitled to (a) preference
with respect to payment of dividends over the common shares and over any other
shares ranking junior to the Preferred Shares with respect to payments of
dividends; (b) preference with respect to distribution of assets in the event of
liquidation, dissolution or winding-up of the Company, whether voluntary or
involuntary, or any other distribution of the assets of the Company among its
shareholders for the purpose of winding-up its affairs over the common shares
and over any other shares ranking junior to the Preferred Shares with respect to
the repayment of capital; and (c) with respect to each Series such other
preferences over the common shares and over any other shares ranking junior to
the Preferred Shares in any respect, as are not inconsistent with the provisions
of this Part 26 and as may be determined for that Series.
26.5 The Preferred Shares of each Series shall rank rateably with the
Preferred Shares of every other Series on the return of capital and in the
distribution of assets in the event of liquidation, dissolution or winding-up of
the Company, whether voluntary or involuntary, or any other distribution of the
assets of the Company among its shareholders for the purpose of winding-up it
affairs. When fixed cumulative dividends that are due on any Series of Preferred
Shares are not paid in full, the shares of all Series of Preferred Shares
participate rateably in respect of accumulated dividends in accordance with the
amounts that would be payable on those shares if all the accumulated dividends
were paid in full.
26.6 Subject to such rights relating to the election of directors on a
default in payment of dividends as may be attached to any Series of the
Preferred Shares by the directors, holders of the Preferred Shares shall not be
entitled as such to receive notice of, or to attend or vote at, any general
meeting of members of the Company.
26.7 The Company shall not without, but may from time to time with, the
authorization of the holders of the Preferred Shares required by the Company
Act, increase the authorized number of Preferred Shares or create any class of
shares ranking in priority to or on a parity with the Preferred Shares.