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Exhibit 4.1
NEW BRUNSWICK NOUVEAU BRUNSWICK
BUSINESS CORPORATIONS ACT LOI SUR LES CORPORATIONS
COMMERCIALES
FORM 6 FORMULE 6
ARTICLES OF AMALGAMATION STATUTS DE FUSION
(SECTION 124) (ARTICLE 124)
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1- Name of Corporation Raison sociale de la corporation
INTEROIL CORPORATION
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2- The classes and any maximum number of shares Les categories et le nombre maximal d'actions que
that the corporation is authorized to issue la corporation peut emettre ainsi que le montant
and any maximum aggregate amount for which maximal global pour lequel les actions peuvent
shares may be issued including shares without etre emises y compris les actions sans valeur au
par value and/or with par value and the pair ou avec valeur au pair ou les deux at le
amount of the par value. montant de la valeur au pair.
See Schedule "A" attached hereto.
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3- Restrictions if any on share transfers Restrictions, s'il y en a, au transfert d'actions
Not Applicable
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4- Number (or minimum and maximum number) of Nombre (ou nombre minimum et maximum)
directors d'administrateurs
A minimum of four (4) and a maximum of twelve (12) as determined by
resolution of the board of directors.
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5- Restrictions, if any, on business the Restrictions, s'il y en a, a l'activite que peut
corporation may carry on exercer la corporation
None
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6- other provisions, if any Autres dispositions, s'il y en a.
See schedule "B" attached hereto
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A X The amalgamation has been approved by A La fusion a ete approuvee par les
--- special resolutions of shareholders of each --- resolutions speciales des actionnaires de de
of the amalgamating corporations listed in chacune des corporations fusionnantes
Item 9 below in accordance with Section 122 mentionnees a l'article 9 cidessous,
of the BUSINESS CORPORATIONS ACT. conformement a l'article 122 de la LOI SUR
LES CORPORATIONS COMMERCIALES.
B The amalgamation has been approved by a B La fusion a ete approuvee par une
--- resolution of the directors of each of the --- resolutions des administrateurs de chacune
amalgamating corporations listed in Item 9 des corporations fusionnantes mentionnees a
below in accordance with Section 123 of the l'article 9 cidesus, conformement a
BUSINESS CORPORATIONS ACT. These Articles of l'article 123 de la LOI SUR LES CORPORATIONS
Amalgamation are the same as the Articles of COMMERCIALES. Ces statuts de fusion sont les
Incorporation of (name the designated memes que les statuts constitutifs de (raison
amalgamating corporation). sociale de la corporation fusionnante
designee)
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8- Name of the amalgamating corporation the 8-Raision sociale de la corporation fusionnante
by-laws of which are to be the by-laws of the dont les regiements administratifs sont devenus
amalgamated corporation. les reglements administratifs de la corporation
issue de la fusion.
SOUTH PACIFIC INTEROIL LIMITED
9- Name of Amalgamating Corporations
Raison Sociale des corporations Corporation No. Description of Office
fusionnantes N(0) de corporation Signature Date Fonction
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SOUTH PACIFIC INTEROIL LIMITED 504045 /s/ Paul A. Martin 05/27/97 President
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CYBERMIND GROUP INC. 504901 /s/ Illegible 05/27/97 President and Secretary
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FOR DEPARTMENT USE ONLY RESERVE A L'USAGE DU MINISTERE
Corporation No.-Corporation No. - 504900 Filed-Depose
INTEROIL CORPORATION
(hereinafter referred to as the "Corporation")
THIS IS SCHEDULE "A" TO THE FOREGOING FORM 6
UNDER THE BUSINESS CORPORATIONS ACT (NEW BRUNSWICK)
The Corporation is authorized to issue an unlimited number of Common
Shares without par value.
The rights, privileges, restrictions and conditions attaching to the
Common Shares are as follows:
(a) The holders of the Common Shares shall be entitled to vote at all
meetings of shareholders of the Corporation and shall be entitled to
one vote at all such meetings in respect of each Common Share held.
(b) The holders of the Common Shares shall be entitled to receive any
dividend declared by the board of directors of the Corporation and to
receive the remaining property of the Corporation upon the
liquidation, dissolution or winding-up of the Corporation.
INTEROIL CORPORATION
(hereinafter referred to as the "Corporation")
THIS IS SCHEDULE "B" TO THE FOREGOING FORM 6 UNDER
THE BUSINESS CORPORATIONS ACT (NEW BRUNSWICK)
1. MAINTENANCE OF OFFICE IN CANADA
The Corporation shall at all times maintain an office in Canada.
2. ISSUANCE OF SECURITIES
Until such time as the Exchange Right (as defined below) is accepted by
shareholders of S.P. InterOil, LDC ("SPI") in respect of an aggregate of
13,411,650 common shares of SPI (which such shareholders have agreed to do
by no later than May 29, 2022), the Corporation will not issue (or make any
agreement or commitment to do so) any shares of the Corporation or
securities convertible into, exchangeable for, exercisable into or from
which may be derived shares of the Corporation, other than:
(a) pursuant to the exchange right (the "Exchange Right") the Corporation
has granted to the other shareholders of SPI, pursuant to which such
other shareholders have the right to exchange the 14,411,650 common
shares of SPI held by such other shareholders for an equal number of
common shares of the Corporation;
(b) the issue of common shares of the Corporation the net proceeds of
which are invested in shares of SPI on such terms and conditions as
may be agreed by the Corporation and SPI;
(c) stock options issued pursuant to a stock option plan established by
the Corporation for employees, directors and officers of the
Corporation, of SPI and of subsidiaries of SPI, and for other persons
providing services to any of such corporations, and shares issuable
upon the exercise of such stock options; or
(d) with the prior written consent of Petroleum independent and
Exploration Corporation, a corporation incorporated under the laws of
Texas ("PIE Corp.")
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3. PLACE OF SHAREHOLDER MEETINGS
Notwithstanding subsections (1) and (2) of Section 84 of the Business
Corporations Act, as from time to time in force, meetings of shareholders
of the Corporation may be held outside New Brunswick at Toronto, Ontario;
Lubbock, Texas, The Woodlands, Texas; Houston, Texas; or Nassau, Bahamas.
4. PRE-EMPTIVE RIGHTS
(a) Notwithstanding subsection (2) of Section 27 of the Business
Corporations Act, as from time to time in force, but subject however
to paragraph (c) below and any rights arising under any unanimous
shareholders agreements, the holders of equity shares of any class, in
the case of the proposed issuance by the Corporation of, or the
proposed granting by the Corporation of rights or options to purchase,
its equity shares of any class of any shares or other securities
convertible into or carrying rights or options to purchase its equity
shares of any class, shall not as such, even if the issuance of the
equity shares proposed to be issued or issuable upon exercise of such
rights or options or upon conversion of such other securities would
adversely affect the unlimited dividend rights of such holders, have
the pre-emptive right as provided by Section 27 of the Business
Corporations Act to purchase such shares or other securities.
(b) Notwithstanding subsection (3) of Section 27 of the Business
Corporations Act, as from time to time in force, but subject however
to paragraph (c) below and any rights arising under any unanimous
shareholders agreements, the holders of voting shares of any class, in
case of the proposed issuance by the Corporation of, or the proposed
granting by the Corporation of rights or options to purchase, its
voting shares of any class or any shares or options to purchase its
voting shares of any class, shall not as such, even if the issuance of
the voting shares proposed to be issued or issuable upon exercise of
such rights or options or upon conversion of such other securities
would adversely affect the voting rights of such holders, have the
pre-emptive right as provided by Section 27 of the Business
Corporations Act to purchase such shares or other securities.
(c) For so long as PIE Group, LLC ("PIE Group") or Commodities Trading
International Corporation ("CTI") or any person who is a shareholder
or unitholder thereof on the date hereof who subsequently acquires
common shares of SPI from PIE Group or CTI (collectively, the "SPI
Shareholders") holds any common shares of SPI, or any voting or
participating shares of the Corporation or any securities which are
convertible into, exchangeable for, exercisable for or from which may
be derived voting or participating shares of the Corporation
(collectively, the "Specified Securities"), the Corporation may only
issue Specified
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Securities if it simultaneously offers each of the SPI Shareholders
the opportunity to purchase such number of Specified Securities at the
same price and on the same terms as is being offered to other
purchasers as will allow each SPI Shareholder to maintain its pro rata
voting and participating share ownership of the Corporation as it is
immediately prior to such issue. For the purposes of this paragraph 4
(c), "pro rata" means (i) pro rata in relation to the shareholding of
each SPI Shareholder in the Corporation, after giving effect to all
shares in the Corporation held by or contingently issuable as a result
of the Exchange Right to each SPI Shareholder, and (ii) on a basis
which is fully diluted, after giving effect to the issue of Specified
Securities in question, and to the conversion, exchange or exercise of
all such securities. This paragraph 4(c) shall not apply on the issue
of securities described in paragraphs 2(a), (c) or (d) above.
5. FINANCIAL ASSISTANCE
The Corporation may, directly or indirectly, give financial assistance by
means of a loan, guarantee or otherwise to S.P. InterOil, LDC and any
subsidiary (as defined in the Business Corporations Act) thereof whether or
not:
(a) the Corporation is, or after giving the financial assistance would be,
unable to pay its liabilities as they become due; or
(b) the realizable value of the Corporation's assets, excluding the amount
of any financial assistance in the form of a loan or in the form of
assets pledged or encumbered to secure a guarantee, after giving the
financial assistance, would be less than the aggregate of the
Corporation's liabilities and stated capital of all classes.
6. BORROWING AUTHORITY
The directors of the Corporation may from time to time, in such amounts and
on such terms as deemed expedient:
(a) borrow money upon the credit of the Corporation;
(b) issue, reissue, sell or pledge debt obligations of the Corporation;
and
(c) mortgage, hypothecate, charge or pledge all or any of the currently
owned or subsequently acquired real or personal, moveable or immovable
property of the Corporation including book debts, rights, powers,
franchises and undertakings of the Corporation, to secure any debt
obligations or any money borrowed, or any other debt or liability of
the Corporation.
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The foregoing powers may be delegated by the directors to such officers or
directors of the Corporation to such extent and in such manner as
determined by the directors from time to time.
Nothing in this clause limits or restricts the borrowing of money by the
Corporation on bills of exchange or promissory notes made, drawn, accepted
or endorsed by or on behalf of the Corporation.
7. CUMULATIVE VOTING RIGHTS
Subject to applicable law, shareholders entitled to vote at an election of
directors of the Corporation shall not have cumulative voting rights and
each such shareholder has the right to cast a number of votes equal to the
number of votes attached to the shares held by such shareholder.
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(NEW NOUVEAU BRUNSWICK LOGO)
CANADA CANADA
PROVINCE OF NEW BRUNSWICK PROVINCE DU NOUVEAU-BRUNSWICK
BUSINESS CORPORATIONS ACT LOI SUR LES CORPORATIONS COMMERCIALES
CERTIFICATE OF AMALGAMATION CERTIFICAT DE FUSION
(SECTION 124) (ARTICLE 124)
INTEROIL CORPORATION
Name of Corporation / Raison sociale de la corporation
504900
Corporation Number / Numero de la corporation
I HEREBY CERTIFY that the above-mentioned corporation resulted from the
amalgamation of the following
JE CERTIFIE que la corporation mentionnee ci-dessus provient de la fusion
des corporations suivantes, en vertu de la
corporations under the Business Corporations Act, as set out in the attached
Articles of Amalgamation.
Loi sur les corporations commerciales, de la facon indiquee dans les statuts de
fusion ci-joints.
Director Date of Amalgamation May 29, 1997
Directeur /s/ Illegible Date de fusion
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