Exhibit 1.1
ONTARIO CORPORATION NUMBER
MUMERO DE SOCIETE EN ONTARIO
1217515
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Form 4 ARTICLES OF AMALGAMATION
Business STATUS DE FUSION
Corporations
Act
1. The name of the amalgamated corporation is: Denomination sociale de la societe issue de la fusion:
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Formula 4 I N T E R N E T L I Q U I D A T O R S
La sur les -----------------------------------------------------------------------------------------------------------
Societe I N T E R N A T I O N A L I N C .
per actions -----------------------------------------------------------------------------------------------------------
2. The address of the registered office is: Address du siege social:
5915 Airport Road, Suite 330
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(Street & Number, or R.R. Number & if Multi-Office Building give Room No.)
(Rue et numero, ou numero de la R.r. et, s'il s'agit d'un edifice a bureau, numero du bureau)
Mississauga, Ontario L 4 V 1 T 1
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(Name of Municipality or Post Office) (Postal Code)
(Nom de la municipalite ou du bureau de poste) (Code postal)
3. Number (or minimum and maximum) number of directors is: Nombere (ou nombres minimal et maximal)
d'administrateurs:
Minimum of 3; Maximum of 10
4. The director(s) is/are: Administratuerus:
First name, initials and Residence address, giving Street & No. Resident
surname or R.R. No., municipality and Canadian
Prenom, initiales et nom postal code State
de famile Address personelle, y compris la rue at Yes or
le numbero, le numero de la R.R., No
le nom de la municipalite et la code postal Resident
Canadien
Oui/non
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Paul Godin 175 Lloyd's Lane, Box 133, R.R. #2, Yes
Kettleby, Ontario LOG 1JO
Christopher Bulger 63 Bowmore Road, Yes
Toronto, Ontario M4L 3J1
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Duncan Copeland 862 Waterloo Street, Yes
London, Ontario N6A 3W6
Jeffrey Lymburner 99 Lake Promenade, Yes
Etobicoke, Ontario M8W 1A2
Frank Clegg 2365 Price John Boulevard, Yes
Mississauga, Ontario L5K 2J2
(A) _____amalgamation, corporations as required by [ ] (A) _____ conformement au paragraphe 176(4) de
subsection 176 (4) of the Business Corporation Act on the la loi sur les societe par acions a la date
date set out below mentionee ci-dessous.
Check Cocher
A or A ou B
(B)The amalgamation has been approved by the directors of [X] (B) Les administrateurs de chaque societe qui
each amalgamating corporation by a resolution as required by fusions ont approuve la fusion par voie de
section 177 of the Business Corporation Act on the date set resolution conformement a l'article 177 de la loi
out below. sur les societe par acions a la date mentionee
The articles of amalgamation in substance contain the ci-dessous.
provisions of the articles of incorporation of: Les statuts de fusion reprennent essentiellment
les dispositions des status constituts de:
INTERNET LIQUIDATORS INTERNATIONAL INC.
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and are more particularly set out in these Et sont enonces textuellement aux presents statuts.
articles.
Names of amalgamating Ontario Corporation Number Date of Adoption/Approval
corporations Numero de la societe en Ontario Date d'adoption ou d'approbation
Denominations sociale des
societes qui fusionnent
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Internet Liquidators 571083 November 25, 1996
International Inc.
Internet Liquidators Inc. 1145907 November 25, 1996
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5. The classes and any maximum number Catgegories et nombre maximal, si'l y a lieu, d'actions
of shares that the corporation is authorized to issue: que la societe est autorisee a emettre:
An unlimited number of common shares and an unlimited number of Preference Shares, issuable in series.
(i) the preference shares may from time to time be issued in one or more
series and subject to the following provisions, and subject to the
sending of articles of amendment in prescribed form, and the
endorsement on them of a Certificate of amendment in respect of them,
the directors may fix from time to time before such issue the number of
shares that is to comprise each series and the designation, rights,
privileges, restrictions and conditions attaching to each series of
preference shares including, without limiting the generality of the
foregoing, the rate or amount of dividends or the method of calculating
dividends, the dates of payment, the redemption, purchase and/or
conversion prices and terms and conditions of redemption, purchase
and/or conversion, and any sinking fund or other provisions;
(ii) the preference shares of each series shall, with respect to the payment
of dividends and the distribution of assets or return of capital in the
event of liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, or any other return of capital or
distribution of the assets of the Corporation among its shareholders
for the purpose of winding up its affairs, rank on a parity with the
preference shares of every other series and be entitled to preference
over the common shares and over any other shares of the Corporation
ranking junior to the preference shares. The preference shares of fees
may also be given such other preferences, not inconsistent with these
any se articles, over the common shares and any other shares of the
Corporation ranking junior to such preference shares as may be fixed in
accordance with clause (b)(i);
(iii) if any cumulative dividends or amounts payable on the return of capital
in respect of a series of preference shares are not paid in full, all
series of preference shares shall participate ratably in respect of
such dividends and return of capital;
(iv) the preference shares of any series may be voting shares, entitled to
vote pari passu With the common shares at meetings of the common
shareholders of e Corporation; and,
(v) the preference shares of any series may be made convertible into common
shares.
First Series - Series "A" 7% Cumulative Preference Shares
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1. creating an unlimited number of 7% cumulative preference shares with the
following terms, rights, conditions and attributes:
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(i) Liquidation- Dissolution or Winding-Up
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In the event of the liquidation, dissolution or winding-up of the
Corporation or other distribution of assets of the Corporation among
shareholders for the purpose of winding-up its affairs:
(a) the holders of the 7% cumulative preference sham 'shall be
entitled to receive from the assets of the Corporation a sum
equivalent to the aggregate Redemption Amount (as hereinafter
defined) of all of the shares held by them respectively before any
amount shall be paid or any property or assets of the Corporation
distributed to the holders of any common share or shares of any
other class ranking junior to the shares. After payment to the
holders of the shares of the amount so payable to them as above
provided they shall not be entitled to share in any further
distribution of the assets or property of the Corporation. The
Redemption Amount is hereby defined as $10.00 per share and the
aggregate Redemption Amount shall be $10.00 times the total amount
of issued and outstanding 71/6 cumulative preference shares at
such time as any one of the above defined events occurs.
(ii) Voting Rights
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(a) the holders of the 71/6 cumulative preference shares shall not be
entitled to receive notice of or to attend any meeting of the
shareholders of the Corporation unless the meeting is called for
the purpose of authorizing the dissolution of the Corporation or
the sale of its undertaking or a substantial part thereof, in
which case the holders of the 7% cumulative preference shares
shall be entitled to receive notice of such meeting. The holders
of the 7% cumulative preference shares shall not be entitled
either to vote at any meeting of the shareholders of the
Corporation or to sign a resolution in writing, except a meeting
called to consider, or a resolution in writing in respect of, any
amendment to these Articles in respect of which the holders of the
7% cumulative preference shares would be entitled to vote
separately as a class pursuant to the Act.
(iii) Dividends
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The holders of the 7% cumulative preference shares shall be entitled to
receive out of the moneys of the Corporation, fixed, preferential,
cumulative, cash dividends at the rate of SO. 70 per share per annum
payable quarterly on dates to be fixed from time to time by the
directors; such dividends shall accrue and be cumulative from the
respective dates of issue of the 7% cumulative preference shares if the
Corporation shall not have paid the said dividends in full on all of
the 7% cumulative preference shares then issued and outstanding, such
dividends on the unpaid amount thereof shall be paid on a subsequent
date or dates in priority to dividends on any convertible preference
shares and any shares of any other class ranking junior to the 7%
cumulative preference shares; no dividend shall be declared or paid or
set apart for the No cumulative preference shares and any shares of any
other class ranking junior to the 7% cumulative preference shares then
issued and outstanding until such dividends or the unpaid part thereof
on all No cumulative preference shares then issued and outstanding
shall have been declared or paid or provided for at the date of such
declaration on payment or setting apart.
(iv) Redemption at the Option of the Holder
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(a) A holder of 7% cumulative preference shares shall be entitled to
require the Corporation to redeem at any time and from time to
time upon giving notice as hereinafter provided, all or any number
of the 7% cumulative preference shares registered in the name of
such holder on the books of the Corporation at a redemption price
per share of $10.00 and all unpaid cumulative dividends, whether
or not declared, which shall have accrued thereon and which, for
such purpose, shall be treated as accruing up to the date of such
redemption (less the amount of any tax which the Corporation is
required to and does withhold therefrom).
(b) A holder of 7% cumulative preference shares exercising his option
to have the Corporation redeem, shall give notice to the
Corporation which notice shall set out the date on which the
Corporation is to redeem which date shall not be less than 10 days
nor more than 3 0 days from the ate of the notice and if the
holder desires to have less than all the 7% cumulative preference
shares registered in his name redeemed by the Corporation, the
number of the holder's shares to be redeemed. The date on which
the redemption at the option of the holder is to occur shall be
the option redemption date. The holder of any 7% cumulative
preference shares may, with the consent of the Corporation, revoke
such notice prior to the option redemption date.
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(c) Upon delivery to the Corporation of a share certificate or
certificates representing the 7% cumulative preference shares
which the holder desires to have the Corporation redeem, the
Corporation shall on the option redemption date, to the extent
permitted by applicable law, redeem such 7% cumulative preference
shares by paying to the holder the redemption price therefor.
(d) Upon payment of the redemption price of the 7% cumulative
preference shares so redeemed by the Corporation, the holder
thereof shall cease to be entitled to dividends or to exercise any
rights of holders in respect thereof.
(e) If the redemption by the Corporation on any option redemption date
of all 7% cumulative preference shares to be redeemed on such date
would be contrary to applicable law, the Corporation shall be
obligated to redeem only the maximum number of 7% cumulative
preference shares (rounded to the next lower multiple of 100
shares) which the Corporation determines it is then permitted to
redeem., such redemptions to be made pro rata (disregarding
fractions of shares) according to the number of 71/9 cumulative
preference shares required by each such holder to be redeemed by
the Corporation and the Corporation shall issue new certificates
representing the 7% cumulative preference shares not redeemed by
the Corporation and the Corporation shall redeem in the manner
contemplated by paragraph (iv) on each dividend date thereafter
the maximum number of such 71/6 cumulative preference shares as
would then be not contrary to applicable law.
(v) Redemption at the Option of the Corporation
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(a) The Corporation may at its option at any time from the date of
issue redeem all or from time to time any part of the outstanding
7% cumulative preference shares on payment to the holders thereof,
for each share to be redeemed, an amount equal to $1. 0.00 and all
unpaid cumulative dividends, whether or not declared, which shall
have accrued thereon and which, for such purpose, shall be treated
as accruing up to the date of such redemption (less the amount of
any tax which the Corporation is required to and does withhold tax
therefrom).
(b) Before redeeming any 7% cumulative preference shares the
Corporation shall mail to each person who, at the date of such
mailing, is a registered holder of shares to be redeemed, notice
of the intention of the Corporation to redeem such shares held by
such registered holder; such notice shall be mailed by ordinary
prepaid post addressed to the last address of such holder as it
appears on the records of the Corporation or, in the event of the
address of any such holder not appearing on the record of the
Corporation, then to the last known address of such holder, at
least 30 days before the date specified for redemption; such
notice shall set out the redemption price, 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 or after the date so
specified for redemption the Corporation shall pay or cause to be
paid the redemption price to the registered holders of the shares
to be redeemed, on presentation and surrender of the certificates
for the shares so called for redemption at such place or places as
may be specified in such notice, and the certificates for such
shares shall thereupon be cancelled, and the shares represented
thereby shall thereupon be redeemed. In case a part only of the
outstanding 7% cumulative preference shares is at any time to be
redeemed, the shares to be redeemed shall be selected, at the
option of the directors, either by lot in such manner as the
directors in their sole discretion shall determine or as nearly as
may be pro rata (disregarding fractions) according to the number
of 7% cumulative preference shares held by each holder. In case a
part only of the 7% cumulative preference shares represented by
any certificate shall be redeemed, a
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new certificate for the balance shall be issued at the expense of
the Corporation. From and after the date specified for redemption
in such notice, the holders of the shares called for redemption
shall cease to be entitled to dividends and shall not be entitled
to any rights in respect thereof, except to receive the redemption
price, unless payment of the redemption price shall not be made by
the Corporation in accordance with the foregoing provisions, in
which case the rights of the holders of such shares shall remain
unimpaired. On or before the date specified for redemption the
Corporation shall have the right to deposit the redemption price
of the shares called for redemption in a preference account with
any chartered bank or trust company in Canada. named in the notice
of redemption to be paid without interest, to or to the order of
the respective holders of such shares called for redemption upon
presentation and surrender of the certificates representing the
same and, upon such deposit being made, the shares in respect
whereof such deposit shall have been made shall be redeemed and
the rights of the several holders thereof, after such deposit,
shall be limited to receiving, out of the moneys so deposited,
without interest, the redemption price applicable to their
respective shares against presentation and surrender of the
certificates representing such shares.
No shareholder shall be entitled to sell, assign, transfer or otherwise dispose
of any Preference Share or Shares without both:
(a) the previous express sanction of the directors of the Corporation
expressed by a resolution passed at a meeting of the Board of
Directors of the Corporation or consented to by an instrument or
instruments in writing signed by a majority of the directors; and
(b) the prior written consent of the Ontario Securities Commission.
6. Other provisions, if any, are: Autres dispositions, s'il y a lieu:
None
7. The statements required by subsection 178(2) of Les declarations exigees aux termes du paragaphe 178(2) de la
the Business Corporations Act are attached as loi sur les societes par actions constituent l'annexe "A."
Schedule "A".
8. A copy of the amalgamation agreement or directors Une copie de la convention de fusion ou les resolutions des
resolutions (as the case may be) is/are attached as adminstrateurs (selon le cas) constitue(nt) l'annexe "B."
Schedule "B."
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Name of the amalgamating corporations and signatures Denomination socieale des societes qui fusionnent, signature et
and descriptions of office of their proper officers fonction de leurs dirigeants requirement designees.
INTERNET LIQUIDATORS, INC.
INTERNET LIQUIDATORS INTERNATIONAL INC.
Per: Per:
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Paul Godin, President Paul Godin, President
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SCHEDULE "A"
STATEMENT
IN THE MATTER OF THE AMALGAMATION OF
INTERNET LIQUIDATORS INTERNATIONAL INC.
AND INTERNET LIQUIDATORS INC.
The undersigned, PAUL GODIN, President of INTERNET LIQUIDATORS INTERNATIONAL
INC. states that:
1. there are reasonable grounds for believing that:
(a) each of Internet Liquidators International In. and Internet Liquidators
Inc. is and the amalgamated corporation will be able to pay its
liabilities as they become due, and
(b) the realizable value of the amalgamated corporation's assets will not
be less than the aggregate of its liabilities and stated capital of all
classes of its shares
2. there are reasonable grounds for believing that no creditor will be
prejudiced by the amalgamation; and
3. with respect to paragraphs 178 (2) (c) and (d) of the Business Corporations
Act, 1990, no creditors have notified Internet Liquidators International
Inc. that they object to the present amalgamation.
DATED the 7th day of January, 1997.
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Paul Godin
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SCHEDULE "A"
STATEMENT
IN THE MATTER OF THE AMALGAMATION OF
INTERNET L.IQUIDATORS INC. AND
INTERNET LIQUIDATORS INTERNATIONAL INC.
The undersigned, PAUL GODIN, the President of INTERNET LIQUIDATORS INC. states
that:
1. there are reasonable grounds for believing that:
(a) each of Internet Liquidators Inc. and Internet liquidators
International fix., is and the amalgamated corporation will be able to
pay its liabilities as they become due and
(b) the realizable value of the amalgamated corporation's assets will not
be less than the aggregate of its liabilities and stated capital of all
classes of its shares;
2. there are reasonable grounds for believing that no creditor will be
prejudiced by the amalgamation; and
3. with respect to paragraphs 178 (2) (c) and (d) of the Business Corporations
Act, 1990, no creditors have notified Internet Liquidators Inc. that they
object to the present amalgamation.
DATED the 7th day of January, 1997.
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Paul Godin
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SCHEDULE "B"
CERTIFIED COPY OF AN EXTRACT FROM THE MINUTES OF A MEETING
OF THE BOARD OF DIRECTORS
OF
INTERNET LIQUIDATORS INTERNATIONAL INC.
(the "Corporation')
"Amalgamation with Internet Liquidators Inc.,
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WHEREAS the Corporation wholly owns and has decided to amalgamate
with Internet Liquidators Inc. pursuant to subsection (1) of Section 177 of the
Business Corporations Act (Ontario);
IT IS RESOLVED THAT:
1. The amalgamation of the Corporation and Internet Liquidators Inc. under the
Business Corporations Act (Ontario), pursuant to subsection (1) of Section
177 thereof is approved;
2. The amalgamation shall become effective as of the opening of business on the
date on which the Director, Companies Branch, endorses his certificate on
the Articles of Amalgamation.
3. Upon the issuance of a Certificate of Amalgamation pursuant to Section 178
of the Business Corporations Act (Ontario), all shares in the capital of
Internet Liquidators Inc., including all shares which have been issued and
are outstanding at the date hereof, shall be cancelled on the amalgamation
without any repayment of capital in respect thereof;
4. Upon the issuance of a Certificate of Amalgamation pursuant to Section 178
of the Business Corporations Act (Ontario), all shares in the capital of the
Corporation, including all shares which have been issued and are outstanding
at the date hereof, be and the same are hereby converted on a one-for-one
basis into shares of the amalgamated corporation;
5. The Articles of Amalgamation of the amalgamated corporation shall be the
same as the Articles of Incorporation, as amended, of the Corporation;
6. The by-laws of the amalgamated corporation shall be the same as the by-laws
of the Corporation;
7. No securities shall be issued and no assets shall be distributed by the
Amalgamated Corporation in connection with the amalgamation; and
8. Any officer or director of the Corporation is authorized to do all things
and execute all instruments and documents necessary or desirable to carry
out and give effect to the foregoing. '
CERTIFIED a true copy of a resolution passed at a Meeting of the
Board of Directors of INTERNET UQUIDATORS INTERNATIONAL INC. held on the 25th
day of November, 1996 and that such resolution is still in full force and
effect, unamended,
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Paul Godin, President
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SCHEDULE "B"
CERTIFIED COPY OF
AN EXTRACT FROM THE MINUTES OF A MEETING OF
THE BOARD OF DIRECTORS OF
INTERNET LIQUIDATORS INC.
(the "Corporation')
"Amalgamation with Internet Liquidators International Inc.
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WHEREAS the Corporation is a wholly-owned subsidiary of and has
decided to amalgamate with Internet Liquidators International Inc. pursuant to
subsection (1) of Section 177 of the Business Corporations Act (Ontario);
IT IS RESOLVED THAT:
1. The amalgamation of the Corporation and Internet Liquidators International
Inc. under the Business Corporations Act (Ontario), pursuant to subsection
(1) of Section 177 thereof is approved;
2. The amalgamation shall become effective as of the opening of business on the
date on which the Director, Companies Branch, endorses his certificate on
the Articles of Amalgamation.
3. Upon the issuance of a Certificate of Amalgamation pursuant to Section 178
of the Business Corporations Act (Ontario), all shares in the capital of the
Corporation, including all shares which have been issued and are outstanding
at the date hereof, shall be cancelled on the amalgamation without any
repayment of capital in respect thereof;
4. The Articles of Amalgamation of the amalgamated corporation shall be the
same as the Articles of Incorporation of Internet Liquidators International
Inc., as amended;
5. The by-laws of the amalgamated corporation shall be the same as the by-laws
of Internet Liquidators International Inc.;
6. No securities shall be issued and no assets shall be distributed by the
amalgamated corporation in connection with the amalgamation; and
7. Any officer or director of the Corporation is authorized to do all things
and execute all instruments and documents necessary or desirable to carry
out and give effect to the foregoing."
CERTIFIED a true copy of a resolution passed at a Meeting of the
Board of Directors of INTERNET LIQUIDATORS INC. held on the 25th day of
November, 1996 and that such resolution is still in full force and effect,
unamended,
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Paul Godin, President
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ONTARIO CORPORATION NUMBER
MUMERO DE SOCIETE EN ONTARIO
1217515
Form 3 ARTICLES OF AMENDMENT
Business STATUS DE MODIFICATION
Corporations
Act
1. The present name of the corporation is: Denomination sociale actuelle de la societe:
Formula 3 I N T E R N E T L I Q U I D A T O R S
La sur les
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Societe I N T E R N A T I O N A L I N C .
per actions --------------------------------------------------------------------------------------------------------------
2. The name of the corporation is changed to (if Nouvelle denomination sociale de la societe
applicable): (s'il y a lieu):
Formula 3 B I D . C O M I N T E R N A T I O N A L
La sur les
I N C .
Societe ----------------------------------------------------------------------------------------------------------
per actions
3. Date of incorporation/amalgamation: Date de la constitution ou de la fusion:
1997 Jan 9
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(Year, Month, Day) (annee, mois, jour)
4. The articles of the corporation are amended as Les statuts de la societe sont modifies de la
follows: facon suivante:
To change the name of the Corporation to Bid.Com
International Inc.
To increase the allowable maximum number of directors
from ten (10) to fifteen (15).
5. The amendment has been duly authorized as La modification a ete conformement aux articles
required by Sections 168 and 170 (as applicable) of 168 et 170 (selon de cas) de la loi sur les
the Business Corporation Act. societes par actions.
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6. The resolutions authorizing the amendment was Les actionnaires (selon le cas) de la societe
approved by the shareholders (as applicable) of the ont approuve la resolution autorisant la
corporation on: modification le:
1998 Jun. 23
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(Year, Month, Day)
(annee, mois, jour)
These articles are signed in Les presents status sont signes en double exemplaire.
duplicate.
INTERNET LIQUIDATORS
INTERNATIONAL INC.
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(Name of Corporation)
(Denomination sociale de la societe)
By:
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