EXHIBIT 2.1
ARTICLES OF INCORPORATION, AS AMENDED
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FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
DEC 23 1998
NO. C30075-98
DEAN HELLER, SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
BRINX RESOURCES LTD.
ARTICLE I
The name of the corporation is Brinx Resources Ltd. (the "Corporation").
ARTICLE II
The amount of total authorized capital stock, which the Corporation
shall have authority to issue, is 50,000,000 shares of common stock, each with
$0.001 par value, and 1,000,000 shares of preferred stock, each with $0.01 par
value. To the fullest extent permitted by the laws of the State of Nevada
(currently set forth in NRS 78.195), as the same now exists or may hereafter be
amended or supplemented, the Board of Directors may fix and determine the
designations, rights, preferences or other variations of each class or series
within each lass of capital stock of the Corporation.
ARTICLE III
The business and affairs of the Corporation shall be managed by a Board
of Directors which shall exercise all the powers of the Corporation except as
otherwise provided in the Bylaws, these Articles of Incorporation or by the laws
of the State of Nevada. The number of members of the Board of Directors shall be
set in accordance with the Company's Bylaws; however, the initial Board of
Directors shall consist of one member. The name and address of the person who
shall serve as the director until the first annual meeting of stockholders and
until his successors are duly elected and qualified is as follows:
NAME ADDRESS
Kenneth A. Cabianca Stock Exchange Tower, Suite 1738
609 Granville Street, Vancouver, British Columbia
V7Y 1G5
ARTICLE IV
The name and address of the incorporator of the Corporation is Georgia
V. Knight, Stock Exchange Tower, 609 Granville Street, Suite 1738, Vancouver,
British Columbia, V7Y 1G5, Canada.
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ARTICLE V
To the fullest extent permitted by the laws of the State of Nevada
(currently set forth in NRS 78.037), as the same now exists or may hereafter be
amended or supplemented, no director or officer of the Corporation shall be
liable to the Corporation or to its stockholders for damages for breach of
fiduciary duty as a director or officer.
ARTICLE VI
The Corporation shall indemnify, to the fullest extent permitted by
applicable law in effect from time to time, any person against all liability and
expense (including attorney's fees) incurred by reason of the fact that he is or
was a director or officer of the Corporation, he is or was serving at the
request of the Corporation as a director, officer, employee, or agent of, or in
any similar managerial or fiduciary position of, another corporation,
partnership, joint venture, trust or other enterprise. The Corporation shall
also indemnify any person who is serving or has served the Corporation as a
director, officer, employee, or agent of the Corporation to the extent and in
the manner provided in any bylaw, resolution of the shareholders or directors,
contract, or otherwise, so long as such provision is legally permissible.
ARTICLE VII
The owners of shares of stock of the Corporation shall not have a
preemptive right to acquire unissued shares, treasury shares or securities
convertible into such shares.
ARTICLE VIII
Only the shares of capital stock of the Corporation designated at
issuance as having voting rights shall be entitled to vote at meetings of
stockholders of the Corporation, and only stockholders of record of shares
having voting rights shall be entitled to notice of and to vote at meetings of
stockholders of the Corporation.
ARTICLE IX
The initial resident agent of the Corporation shall be the Corporation
Trust Company of Nevada, whose street address is 1 East 1st Street, Reno, Nevada
89501.
ARTICLE X
The provisions of NRS 78.378 to 78.3793 inclusive, shall not apply to
the Corporation.
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ARTICLE XI
The purposes for which the Corporation is organized and its powers are
as follows:
To engage in all lawful business; and
To have, enjoy, and exercise all of the rights, powers, and
privileges conferred upon corporations incorporated pursuant to Nevada law,
whether now or hereafter in effect, and whether or not herein specifically
mentioned.
ARTICLE XII
One-third of the votes entitled to be cast on any matter by shareholder
voting group entitled to vote on a matter shall constitute a quorum of that
voting group for action on that matter by shareholders.
ARTICLE XIII
The holder of a bond, debenture or other obligation of the Corporation
may have any of the rights of a stockholder in the Corporation to the extent
determined appropriate by the Board of Directors at the time of issuance of such
bond, debenture or other obligation.
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IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles of Incorporation this 21 day of DECEMBER , 1998.
By: /s/ GEORGIA V. KNIGHT
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Georgia V. Knight, Incorporator
PROVINCE OF BRITISH COLUMBIA )
CITY OF VANCOUVER ) ss.
COUNTRY OF CANADA )
Personally appeared before me this 21st day of DECEMBER , 1998,
Georgia V. Knight who, being first duly sworn, declared that he executed the
foregoing Articles of Incorporation and that the statements therein are true
and correct to the best of his knowledge and belief.
WITNESS my hand and official seal.
/s/ MICHAEL URBANI
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Notary Public
My commission expires: Address:
Michael Urbani
----- Barrister & Solicitor
- ---------------------- McCarthy Tetrault
1300 - 777 Dunsmuir St.
Vancouver, B.C. V7Y 1K2
(604) 643-7189
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CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
BRINX RESOURCES LTD.
I, the undersigned President and Secretary of Brinx Resources Ltd., do hereby
certify:
That the Board of Directors of said corporation, pursuant to a Consent of Action
in Lieu of a Special Meeting dated the 20th day of December 2002, adopted a
resolution to amend the original articles as follows:
Article X is hereby amended to read as follows:
ARTICLE X
The provisions of NRS 78.378 to 78.3793 inclusive and NRS 78.411
to 78.444 inclusive, shall not apply to the Corporation.
The number of shares of the corporation outstanding and entitled to vote on an
amendment to the Articles of Incorporation is 11,400,000; that the said change
and amendment have been consented to and approved, effective December 20, 2002,
by a written consent executed by all of the stockholders.
/s/ KENNETH A. CABIANCA
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Kenneth A. Cabianca, President and
Secretary