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EXHIBIT 3.1
[BRITISH COLUMBIA LOGO]
MINISTRY OF FINANCE MAILING ADDRESS: LOCATION:
Corporate and Personal PO BOX 9431 Stn Prov Govt 2nd Floor - 940 Blanshard St
Property Registries Victoria BC V8W 9V3 Victoria BC
250 356-8626
www.corporateonline.gov.bc.ca
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NOTICE OF ARTICLES CERTIFIED COPY
Of a Document filed
BUSINESS CORPORATIONS ACT with the Province of
British Columbia
Registrar of
Companies
/s/ J S Powell
J S Powell
November 19, 2004
This Notice of Articles was issued by the Registrar on: November 19, 2004 10:17
AM Pacific Time
Incorporation Number: C0709000
Recognition Date and Time: Continued into British Columbia on November 19, 2004
10:17 AM Pacific Time
NOTICE OF ARTICLES
NAME OF COMPANY:
ASPREVA PHARMACEUTICALS CORPORATION
REGISTERED OFFICE INFORMATION
MAILING ADDRESS: DELIVERY ADDRESS:
25TH FLOOR, TORONTO-DOMINION BANK TOWER 25TH FLOOR, 700 WEST GEORGIA STREET
P.O. BOX 10026, 700 WEST GEORGIA STREET VANCOUVER BC V7Y 1B3
VANCOUVER BC V7Y 1B3
RECORDS OFFICE INFORMATION
MAILING ADDRESS: DELIVERY ADDRESS:
25TH FLOOR, TORONTO-DOMINION BANK TOWER 25TH FLOOR, 700 WEST GEORGIA STREET
P.O. BOX 10026, 700 WEST GEORGIA STREET VANCOUVER BC V7Y 1B3
VANCOUVER BC V7Y 1B3
C0709000 Page: 1 of 3
DIRECTOR INFORMATION
LAST NAME, FIRST NAME MIDDLE NAME:
Hunt, Ronald
MAILING ADDRESS: DELIVERY ADDRESS:
11 MADISON AVENUE, 26TH FLOOR 11 MADISON AVENUE, 26TH FLOOR
NEW YORK NY 10010 NEW YORK NY 10010
UNITED STATES UNITED STATES
LAST NAME, FIRST NAME MIDDLE NAME:
Hayden, Dr. Michael
MAILING ADDRESS: DELIVERY ADDRESS:
4484 WEST 7TH AVENUE 4484 WEST 7TH AVENUE
VANCOUVER BC V6R 1W9 VANCOUVER BC V6R 1W9
LAST NAME, FIRST NAME MIDDLE NAME:
Hall, Noel
MAILING ADDRESS: DELIVERY ADDRESS:
5077 CORDOVA BAY ROAD 5077 CORDOVA BAY ROAD
VICTORIA BC V8Y 2K1 VICTORIA BC V8Y 2K1
LAST NAME, FIRST NAME MIDDLE NAME:
Glickman, Richard
MAILING ADDRESS: DELIVERY ADDRESS:
2377 TRYON ROAD 2377 TRYON ROAD
SIDNEY BC V8L 5H8 SIDNEY BC V8L 5H8
LAST NAME, FIRST NAME MIDDLE NAME:
MacKay-Dunn, R. Hector
MAILING ADDRESS: DELIVERY ADDRESS:
1606 LAURIER AVENUE 1606 LAURIER AVENUE
VANCOUVER BC V6J 2Y4 VANCOUVER BC V6J 2Y4
C0709000 Page: 2 of 3
LAST NAME, FIRST NAME MIDDLE NAME:
Oronsky, Arnold
MAILING ADDRESS: DELIVERY ADDRESS:
2710 SANDHILL ROAD, 2ND FLOOR 2710 SANDHILL ROAD, 2ND FLOOR
MENLO PARK CA 94025 MENLO PARK CA 94025
UNITED STATES UNITED STATES
AUTHORIZED SHARE STRUCTURE
1 . No Maximum Common Shares Without Par Value
With Special Rights or
Restrictions attached
2. No Maximum Preferred Shares Without Par Value
With Special Rights or
Restrictions attached
1) 9,873,204 Series A, Preferred Special Rights or
Restrictions are attached
C0709000 Page: 3 of 3
[BRITISH COLUMBIA LOGO]
MINISTRY OF FINANCE Mailing Address: APPLICATION TO CORRECT
Corporate and Personal PO Box 9431 Stn Prov Govt THE CORPORATE REGISTER
Property Registries Victoria BC V8W 9V3 FORM 47
www.fin.gov.bc.ca/registries Location:
2nd Floor - 940 Blanshard Street
Victoria BC
Telephone: 250 356-8626
INSTRUCTIONS:
PLEASE TYPE OR PRINT CLEARLY IN BLOCK LETTERS AND FREEDOM OF INFORMATION AND PROTECTION OF
ENSURE THAT THE FORM IS SIGNED AND DATED IN INK. PRIVACY ACT (FIPPA): The personal
information requested on this form is made
The Application to Correct the Corporate Register available to the public under the
form is to be used to correct some types of authority of the Business Corporations
information in a record that was filed with the Act. Questions about how the FIPPA applies
registrar. to this personal information can be
directed to the Administrative Assistant
FUTURE EFFECTIVE DATES: If a record has a future of the Corporate and Personal Property
effective date and an error is found before the Registries at 250 356-1198, PO Box 9431
specified date and time of the filing, the record Stn Prov Govt, Victoria BC V8W 9V3.
must be withdrawn, corrected and re-filed. Please
visit our Web site at www.fin.gov.bc.ca/registries or OFFICE USE ONLY - DO NOT WRITE IN THIS AREA
phone 250 356-8626 for information on how to file
these notices.
ITEM B Enter the name exactly as shown on the
Certificate of Incorporation, Registration,
Amalgamation, Continuation, or Change of
Name.
ITEM C Indicate the record to be amended and the
date and time that record was filed. Enter
the reason for the amendment including what
the record stated at the time of filing. For
example: Notice of Change of Directors,
filed November 23, 2004, Director's name
spelled incorrectly - John Smith should have
read John Smythe.
ITEM D If the applicant is a corporation or firm,
enter the full name of the corporation or
firm.
ITEM E The applicant must be an authorized signing
authority for the company. If the applicant
is a corporation or firm, this form must be
signed by an authorized signing authority
for that corporation or firm.
FILING FEE: $20.00 Submit this form with a cheque or
money order made payable to the Minister of
Finance, or provide the registry with
authorization to debit the fee from your BC
OnLine Deposit Account. Please pay in
Canadian dollars or in the equivalent amount
of US funds.
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A INCORPORATION/REGISTRATION NUMBER OF CORPORATION
C-0709000
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B NAME OF CORPORATION
ASPREVA PHARMACEUTICALS CORPORATION
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C RECORD TO BE AMENDED
Name of Record to be Amended: Continuation Application
YYYY / MM / DD
Filed Date: 2004 / 11 / 19 and Time 10:17 [X]a.m. or [ ]p.m. Pacific Time
Reason for Amendment:
- --------------------------------------------------------------------------------
D FULL NAME OF APPLICANT
LAST NAME FIRST NAME MIDDLE NAME
CORPORATION OR FIRM NAME
ASPREVA PHARMACEUTICALS CORPORATION
- --------------------------------------------------------------------------------
E CERTIFIED CORRECT - I have read this form and found it to be correct.
NAME OF APPLICANT SIGNATURE OF APPLICANT DATE SIGNED
R. Hector MacKay-Dunn, /s/ R. HECTOR MACKAY-DUNN YYYY / MM / DD
Corporation Secretary 2004 / 12 / 02
- --------------------------------------------------------------------------------
SCHEDULE "A" TO FORM 47 - APPLICATION TO CORRECT THE CORPORATE REGISTER
OF
ASPREVA PHARMACEUTICALS CORPORATION (C-0709000)
(THE "COMPANY")
On November 19, 2004 at 10:17 am the Company filed a Continuation
Application which contained incorrect information as to the directors of the
Company at the time of continuance. Namely, that R. Hector MacKay-Dunn was
inadvertently included as a director of the Company; however, he resigned as a
director of the Company effective September 30, 2004 and should not have been
included. In addition, Kirk Calhoun, George Milne and William Hunter were
appointed directors of the Company effective September 30, 2004 and their
respective names and addresses were inadvertently omitted from the Continuation
Application at the time of filing. Consequently, the Company hereby wishes to
amend the director information stated in the Continuation Application by:
(a) removing R. Hector MacKay-Dunn as a director of the Company, and
(b) adding the following directors:
(i) Kirk Calhoun, 201 Ocean Ave B1004, Santa Monica, CA 90402
(ii) Dr. George Milne, PO Box 473, 4049 Shore Lane, Boca Grande, FL
33921
(iii) Dr. William Hunter, 1618 Station Street, Vancouver, BC V6A 1B6
Following the above-noted amendment, the directors of the Company at the
time of filing the Continuation Application are as set out in Appendix 1
attached hereto and the Company requests that you correct your Corporate
Register to reflect same.
APPENDIX 1 TO SCHEDULE "A" OF FORM 47 - APPLICATION TO CORRECT THE CORPORATE
REGISTER
OF
ASPREVA PHARMACEUTICALS CORPORATION (C-0709000)
(THE "COMPANY")
LIST OF DIRECTORS
FULL NAME RESIDENTIAL ADDRESS
- ------------------- -----------------------------
Richard M. Glickman 2377 Tryon Road
Sidney, BC V8L 5H8
Noel Hall 5077 Cordova Bay Road
Victoria, BC V8Y 2K1
Dr. Michael Hayden 4484 West 7th Avenue
Vancouver, BC V6R 1W9
Ronald M. Hunt 11 Madison Avenue
26th Floor
New York, New York, USA 10010
Arnold Oronsky 2710 Sand Hill Road
2nd Floor
Menlo Park, CA, USA 94025
Kirk Calhoun 201 Ocean Ave B1004
Santa Monica, CA, USA 90402
Dr. George Milne 30 Bishops Bay Drive
Niantic, CT, USA 06357-2755
Dr. William Hunter 1618 Station Street
Vancouver, BC V6A 1B6