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Exhibit 3.3
COMPANIES ACT
CHAPTER 81, R.S.N.S. 1989
ARTICLES OF CONTINUANCE OF SPARKLING SPRING WATER LIMITED
1. The name of the Company is SPARKLING SPRING WATER LIMITED.
2. There are no restrictions on the objects and powers of the Company.
3. Pursuant to subsection (11) of Section 26 of the Companies Act, to the
intent that subsection (9) of Section 26 not apply to the Company, the
following powers are hereby expressly conferred upon the Company:
The Company shall have power to:
(a) sell or dispose of its undertaking or a substantial part
thereof;
(b) subject to the provisions of the Act with respect to
reduction of capital, distribute any of its property in
specie among its members; and
(c) amalgamate with any company or other body or persons.
4. The liability of the members is limited.
5. The Company is authorized to issue Ten Million ($10,000,000) common shares
without nominal or par value and One Million (1,000,000) Class A preferred
shares without nominal or par value, both common and Class A preferred
shares subject to the terms and conditions set forth in Schedule "A"
annexed hereto, with power to divide the shares in the capital for the
time being into several classes and/or to attach thereto respectively any
preferential, common, deferred, or qualified rights, privileges or
conditions, including restrictions on voting and including redemption on
purchase of such shares, subject, however, to the provisions of the
Companies Act and amendments thereto.
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SPARKLING SPRING WATER LIMITED
SCHEDULE "A" TO ARTICLES OF AMENDMENT
TERMS AND CONDITIONS OF SHARES
The Corporation is authorized to issue Ten Million (10,000,000) Common
without nominal or par value and One Million (1,000,000) Class A Preferred
shares of nominal or par value.
COMMON SHARES
The holders of the Common shares shall be entitled to notice of and to One
(1) vote in respect of each Common share held at all meetings of the
Shareholders of the Corporation.
The holders of the Common shares shall be entitled to receive and the
Corporation shall pay thereon, such dividends as may be declared by the Board of
Directors of the Corporation from time to time from the monies of the
Corporation properly applicable to the payment of dividends.
In the event of the liquidation, dissolution or winding up of the
Corporation, or other distribution of assets of the Corporation among its
shareholders for the purpose of winding up its affairs, the holders of the
Common shares shall be entitled to receive the assets and property of the
Corporation available for distribution.
____ SHARES
A holder of a fractional share of a class of shares (the "particular
class") is entitled, in respect to his fractional shares, to that fraction of
the votes, if any, that attach to and that fraction of the amount, if any, of
the dividends, distributions or redemption price, as the case may be, that is to
be paid or made on or in respect of whole shares of the particular class.
CLASS A PREFERRED SHARES
1. The holders of the Class A Preferred shares shall not be entitled to vote
at any meeting of the shareholders of the Corporation unless and except to
the extent expressly granted the rights to vote by law.
2. The holders of the Class A Preferred shares, in priority to the Common
shares, shall be entitled to receive pro rata, and the Corporation shall
pay thereon, as and when declared by the Board of Directors of the
Corporation, cumulative, preferential cash dividends at the rate of eight
(8%) percent of the stated capital of the Class A Preferred shares per
annum, payable on such dates as the Board of Directors of the Corporation
may from time to time determine. such dividends shall accrue from the date
of issue. If on any dividend payment date the dividend payable on such
date is not paid in full on all of the Class A Preferred shares then
issued and outstanding, such dividend or the unpaid part thereof
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shall be paid on a subsequent date or dates determined by the Board of
Directors of the Corporation on which the Corporation shall have
sufficient monies properly applicable to the payment of the same before
any dividend is paid on the Common shares.
3. The holders of the Class A Preferred shares shall be entitled on the
liquidation, dissolution or wind-up of the Corporation, or other
distribution of the assets of the Corporation among its shareholders for
the purpose of winding up its affairs, to receive from the assets and
property of the Corporation for each Class A Preferred Share held by them
respectively a sum equivalent to the result obtained when the amount of
the stated capital account for the Class A Preferred shares is divided by
the number of issued and outstanding Class A Preferred shares, together
with all accrued and unpaid preferential cumulative cash dividends thereon
before any amount shall be paid or any property or assets distributed to
the holders of the Common shares; after payment to the holders of the
Class A Preferred shares of the amounts above provided, they shall not be
entitled to share in any further distribution of the property or assets of
the Corporation on dissolution.
4. The Corporation may any time, upon giving notice as hereinafter provided,
redeem the whole or from time to time any part of the then outstanding
Class A Preferred shares on payment for each share to be redeemed of a sum
equivalent to the result obtained when the amount in the stated capital
account for the Class A Preferred Shares is divided by the number of
issued and outstanding Class A Preferred shares, together with all accrued
and unpaid preferential cumulative cash dividend thereon (herein referred
to as the "redemption price"). In case a part only of the then outstanding
Class A Preferred shares is at any time redeemed, the shares so to be
redeemed shall be selected pro rata according to the number of Class A
Preferred shares held by each holder of record as at the date of notice of
redemption or in such other manner as the Board of Directors of the
Corporation, in its sole discretion, shall decide.
5. In any case of redemption of Class A Preferred shares under the provisions
of the last preceding paragraph hereof, the Corporation shall at least
thirty (30) days before the date specified for redemption mail to each
person who at the date of mailing is a registered holder of Class A
Preferred shares to be redeemed a notice in writing of the intention of
the Corporation to redeem such Class A Preferred shares. Such notice shall
be mailed in a prepaid letter addressed to each such shareholder at his
address as it appears on the books of the Corporation or in the event of
the address of any such shareholder not so appearing then to the last
known address of such shareholder, provided, however, that accidental
failure to give any such notice to one 91) or more of such shareholders
shall not affect the validity of such redemption as to the other holders.
Such
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notice shall set our the redemption price and the date on which redemption
is to take place and if part only of the shares held by the person to whom
it is addressed is to be redeemed the number thereof so to be redeemed. On
and after the date so specified for redemption the Corporation shall pay
or cause to be paid to or to the order of the registered holders of the
Class A Preferred shares to be redeemed the redemption price thereon on
presentation and surrender at the head office of the Corporation or any
other place designated in such notice of the certificates for the Class A
Preferred shares called for redemption. Such Class A Preferred shares
shall thereupon be and be deemed to be redeemed and shall be cancelled. If
a part only of the shares represented by any certificate be redeemed, a
new certificate for the balance shall be issued at the expense of the
Corporation. From and after the date specified in any such notice the
Class A Preferred shares called for redemption shall cease to be entitled
to dividends and the holders thereof shall not be entitled to exercise any
of the rights of shareholders in respect thereof unless payment of the
redemption price shall not be made upon presentation of certificates in
accordance with the foregoing provisions, in which case the rights of the
holders shall remain unaffected. The Corporation shall have the right at
any time after the mailing of notice of its intention to redeem any Class
A Preferred shares as aforesaid to deposit the redemption price of the
shares so called for redemption or of such of the said shares represented
by certificates which have not at the date of such deposit been
surrendered by the holders thereof in connection with such redemption to a
special account in any chartered bank or any trust company in Canada named
in such notice to be paid without interest to or to the order of the
respective holders such Class A Preferred shares called for redemption
upon presentation and surrender to such bank or trust company of the
certificates representing the same and upon such deposit being made or
upon the date specified for redemption in such notice, whichever is the
latter, the Class A Preferred shares in respect whereof such deposit shall
have been made shall be deemed to be redeemed and shall be cancelled and
the rights of the holders thereof after such deposit or such redemption
date, as the case may be, shall be limited to receiving without interest
their proportionate part of the total redemption price no deposited agent
presentation and surrender of the said certificates held by them
respectively.
6. No class of shares may be created or issued ranking as to capital or
dividends in priority to or on a parity with the Class A Preferred shares
nor shall the authorized amount of the Class A Preferred shares be
increased without the approval of the holders of the Class A Preferred
shares increased without the approval of the holders of the Class A
Preferred shares in addition to any approval required by the Canada
Business Corporations Act.
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