1
CORPORATE ACCESS NUMBER: 203707310
[ALBERTA LOGO]
BUSINESS CORPORATIONS ACT
CERTIFICATE
OF
AMENDMENT AND REGISTRATION
OF RESTATED ARTICLES
RIVERVIEW MANAGEMENT CORPORATION
AMENDED ITS ARTICLES ON 1998/08/07.
[REGISTRAR OF CORPORATIONS SEAL]
2
20370731
---------------------
Corporate Account No.
[ALBERTA LOGO]
BUSINESS CORPORATIONS ACT
FORM 5
CERTIFICATE OF AMENDMENT
- RIVERVIEW MANAGEMENT CORPORATION -
- --------------------------------------------------------------------------------
Name of Corporation
I HEREBY CERTIFY THAT THE ARTICLES OF THE ABOVE-MENTIONED CORPORATION WERE
AMENDED.
/ / UNDER SECTION 13 OF THE BUSINESS CORPORATIONS ACT IN ACCORDANCE WITH THE
ATTACHED NOTICE;
/ / UNDER SECTION 27 OF THE BUSINESS CORPORATIONS ACT AS SET OUT IN THE
ATTACHED ARTICLES OF AMENDMENT DESIGNATING A SERIES OF SHARES;
/X/ UNDER SECTION 171 OF THE BUSINESS CORPORATIONS ACT AS SET OUT IN THE
ATTACHED ARTICLES OF AMENDMENT;
/ / UNDER SECTION 185 OF THE BUSINESS CORPORATIONS ACT AS SET OUT IN THE
ATTACHED ARTICLES OF REORGANIZATION;
/ / UNDER SECTION 186 OF THE BUSINESS CORPORATIONS ACT AS SET OUT IN THE
ATTACHED ARTICLES OF ARRANGEMENT.
[SIG]
---------------------------------------
Registrar of Corporations
February 24, 1993
---------------------------------------
Date of Amendment
[ALBERTA CORPORATE REGISTRY
CONSUMER AND CORPORATE AFFAIRS SEAL]
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20370731
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Corporate Account No.
ALBERTA
BUSINESS CORPORATIONS ACT
Form 2
CERTIFICATE OF INCORPORATION
- RIVERVIEW MANAGEMENT CORPORATION -
Name of Corporation
I HEREBY CERTIFY THAT THE ABOVE-MENTIONED CORPORATION, THE ARTICLES OF
INCORPORATION OF WHICH ARE ATTACHED, WAS INCORPORATED UNDER THE BUSINESS
CORPORATIONS ACT OF THE PROVINCE OF ALBERTA.
[SIG]
-----------------------------------------
Registrar of Corporations
September 9, 1987
ALBERTA -----------------------
CORPORATE REGISTRY Date of Incorporation
CONSUMER AND CORPORATE AFFAIRS
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NAME/STRUCTURE CHANGE ALBERTA CORPORATION - REGISTRATION STATEMENT
SERVICE REQUEST NUMBER: 517574
CORPORATE ACCESS NUMBER: 203707310
PREVIOUS LEGAL ENTITY NAME: RIVERVIEW MANAGEMENT CORPORATION
PREVIOUS FRENCH EQUIVALENT NAME:
LEGAL ENTITY NAME: RIVERVIEW MANAGEMENT CORPORATION
FRENCH EQUIVALENT NAME:
LEGAL ENTITY STATUS: Active
ALBERTA CORPORATION TYPE: Named Alberta Corporation
NUANS REPORT NUMBER: PRE-CONV
NUANS REPORT DATE: 1987/09/09
FRENCH NAME NUANS REPORT NUMBER:
FRENCH NAME NUANS REPORT DATE:
CLASSES OF SHARES AND ANY
MAXIMUM NUMBER (WITHIN EACH CLASS): SHARE CAPITAL ATTACHMENT
RESTRICTIONS ON SHARE TRANSFERS: SHARE TRANSFER RESTRICTIONS ATTACHMENT
MINIMUM NUMBER OF DIRECTORS: 2
MAXIMUM NUMBER OF DIRECTORS: 7
RESTRICTIONS ON BUSINESS TO: NONE
RESTRICTIONS ON BUSINESS FROM: NONE
OTHER PROVISIONS: OTHER PROVISIONS ATTACHMENT
SECTION AND SUBSECTION OF ACT CHANGE MADE UNDER: SECTION 167(1)(C),(D),(E) AND (F)
DIRECTORS ISSUE SHARES IN SERIES:
PROFESSIONAL ENDORSEMENT PROVIDED:
FUTURE DATING REQUIRED:
AMENDMENT DATE: 1998/08/07
- -----------------------------------------------------------------------------------------
ANNUAL RETURNS
FILE YEAR DATE FILED
1997 1997/11/05
1996
1995
- -----------------------------------------------------------------------------------------
Court Orders
ORDER TYPE ORDER DATE ORDER NUMBER JUDICIAL DISTRICT TERMINATION DATE
- ---------- ---------- ------------ ----------------- ----------------
- -----------------------------------------------------------------------------------------
ATTACHMENTS
5
==============================================================================
ATTACHMENT TYPE MICROFILM BAR CODE DATE RECORDED
==============================================================================
Share Capital ELECTRONIC 1998/08/07
==============================================================================
Restrictions on Share Transfers ELECTRONIC 1998/08/07
==============================================================================
Other Rules or Provisions ELECTRONIC 1998/08/07
==============================================================================
Section 167(1)(f) Schedule ELECTRONIC 1998/08/07
==============================================================================
REGISTRATION AUTHORIZED BY: MAX J. WANDINGER
SOLICITOR
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PROVINCE OF ALBERTA FORM 4
CONSUMER AND CORPORATE AFFAIRS
BUSINESS CORPORATIONS ACT
(SECTIONS 27 OR 171)
ARTICLES OF AMENDMENT
- --------------------------------------------------------------------------------
1. NAME OF CORPORATION: 2. CORPORATE ACCESS NUMBER:
RIVERVIEW MANAGEMENT 20370731
CORPORATION
- --------------------------------------------------------------------------------
3. THE ARTICLES OF THE ABOVE-NAMED CORPORATION ARE AMENDED AS FOLLOWS:
A. Pursuant to paragraphs 167(1)(c), 167(1)(d) and 167(1)(e) of the Business
Corporations Act, to delete therefrom Articles 2 in its entirety and to
substitute therefor the following:
2. The Classes and Any Maximum Number of Shares
That the Corporation is Authorized to Issue
2.1 Authorized Capital
(a) An unlimited number of Class "A" voting common shares;
(b) An unlimited number of Class "B" voting common shares;
(c) An unlimited number of Class "C" non-voting common shares;
(d) An unlimited number of Class "D" non-voting common shares;
(e) An unlimited number of Class "E" non-voting common shares;
(f) An unlimited number of Class "F" non-voting common shares;
(g) An unlimited number of Class "G" non-voting common shares;
(h) An unlimited number of Class "H" non-voting common shares;
(i) An unlimited number of Class "I" non-voting common shares;
(j) An unlimited number of Class "J" voting Redeemable Preferred shares;
(k) An unlimited number of Class "K" non-voting Redeemable Preferred shares; and
(l) An unlimited number of Class "L" non-voting Redeemable Preferred shares.
2.2 The Special Rights, Privileges, Restrictions
and Conditions Attaching to each Class of Shares
2.2(A) COMMON SHARES
(a) Voting
The holders of Class "A", Class "B" and Class "J" shares
shall be entitled to receive notice of and to vote at all
meetings of the shareholders of the Corporation except
meetings at which only holders of a specified class of shares
are by the provisions of the Business Corporations Act
entitled to vote. Subject always to the Business Corporations
Act, the holders of Class "C", "D", "E", "F", "G", "H", "I",
"K" and "L" shares shall not be entitled to receive notice of
or attend any meetings of the shareholders of the Corporation
and shall not be entitled to vote at such meetings.
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(b) Dividends
Subject to the rights of the holders of all of the preferred classes
of shares, the holders of the Common Shares shall be entitled to
receive dividends declared and payable by the Corporation on the
Common Shares.
The holders of each share of every class of the shares shall be
entitled to receive dividends as and when declared by the
Directors, acting in their sole discretion, which dividends may be
declared on one class of shares wholly or partially to the
exclusion of dividends in respect of any other class of shares.
(c) Liquidation
In the event of the liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary:
(i) the holders of the Class "J", "K" and "L" shares shall rank
equally amongst themselves as to each share held and shall
be entitled to receive before distribution of any part of
the assets of the Corporation amongst the holders of shares
of any other class in the share capital of the Corporation,
an amount equal to one hundred (100%) per cent of the
redemption Amount of the shares and any dividends declared
thereon and unpaid and no more; and
(ii) the holders of the Class "A" shares shall be entitled to
receive in respect of each Class "A" share held, before
distribution of any part of the assets of the Corporation
amongst the holders of the Class "B", "C", "D", "E", "F",
"G", "H" and "I" shares in the share capital of the
Corporation, an amount equal to the quotient obtained when
the stated capital maintained for the Class "A" shares is
divided by the number of Class "A" shares then outstanding;
(iii) the holders of the Class "B" shares shall be entitled to
receive in respect of each Class "B" share held, before
distribution of any part of the assets of the Corporation
amongst the holders of the Class "C", "D", "E", "F", "G",
"H" and "I" shares in the share capital of the Corporation,
an amount equal to the quotient obtained when the stated
capital maintained for the Class "B" shares is divided by
the number of Class "B" shares then outstanding;
(iv) the holders of the Class "C" shares shall be entitled to
receive in respect of each Class "C" share held, before
distribution of any part of the assets of the Corporation
amongst the holders of the Class "D", "E", "F", "G", "H"
and "I" shares in the share capital of the Corporation, an
amount equal to the quotient obtained when the stated
capital maintained for the Class "C" shares is divided by
the number of Class "C" shares then outstanding;
(v) the holders of the Class "D" shares shall be entitled to
receive in respect of each Class "D" share held, before
distribution of any part of the assets of the Corporation
amongst the holders of the Class "E", "F", "G", "H" and
"I" shares in the share capital of the Corporation, an
amount equal to the
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quotient obtained when the stated capital maintained for
the Class "D" shares is divided by the number of Class "D"
shares then outstanding:
(vi) the holders of the Class "E" shares shall be entitled to
receive in respect of each Class "E" share held, before
distribution of any part of the assets of the Corporation
amongst the holders of the Class "F", "G", "H" and "I"
shares in the share capital of the Corporation, an amount
equal to the quotient obtained when the stated capital
maintained for the Class "E" shares is divided by the
number of Class "E" shares then outstanding:
(vii) the holders of the Class "F" shares shall be entitled to
receive in respect of each Class "F" share held, before
distribution of any part of the assets of the Corporation
amongst the holders of the Class "G", "H" and "I" shares
in the share capital of the Corporation, an amount equal
to the quotient obtained when the stated capital
maintained for the Class "F" shares is divided by the
number of Class "F" shares then outstanding;
(viii) the holders of the Class "G" shares shall be entitled to
receive in respect of each Class "G" share held, before
distribution of any part of the assets of the Corporation
amongst the holders of the Class "H" and "I" shares in the
share capital of the Corporation, an amount equal to the
quotient obtained when the stated capital maintained for
the Class "G" shares is divided by the number of Class "G"
shares then outstanding:
(ix) the holders of the Class "H" shares shall be entitled to
receive in respect of each Class "H" share held, before
distribution of any part of the assets of the Corporation
amongst the holders of the Class "I" shares in the share
capital of the Corporation, an amount equal to the
quotient obtained when the stated capital maintained for
the Class "H" shares is divided by the number of Class "H"
shares then outstanding:
(x) the holders of the Class "I" shares shall be entitled to
receive in respect of each Class "I" share held, before
distribution of any part of the assets of the Corporation
amongst the holders of any other class of shares in the
share capital of the Corporation other than a distribution
pursuant to paragraphs 2.2(f)(i) through 2.2(f)(ix)
herein, an amount equal to the quotient obtained when the
stated capital maintained for the Class "I" shares is
divided by the number of Class "I" shares then
outstanding; and
(xi) thereafter, the holders of Class "A", "B", "C", "D", "E",
"F", "G", "H" and "I" shares shall be entitled to
participate equally amongst themselves in respect of each
share held in any further distribution of the assets of
the Corporation.
2.2(B) CLASS "J" VOTING REDEEMABLE PREFERRED SHARES
An unlimited number of Class "J" Voting Redeemable Preferred Shares
(in this paragraph referred to as the "Class "J" Voting Redeemable Preferred
Shares") have been created by the Corporation for the purpose of issuances in
exchange for property, (other than a promissory note or a promise to pay), and
the Class "J" Voting Redeemable Preferred Shares shall have the following
rights, restrictions, privileges, conditions and limitations:
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(a) Dividend Rights
The holders of Class "J" Voting Redeemable Preferred Shares shall be
entitled to receive dividends as and when declared by the Directors but
always in preference and priority to any payment of dividends on any other
shares of the Corporation (except any shares which by their terms are
specifically stated to rank prior to the Class "J" Voting Redeemable
Preferred Shares in the declaration and payment of dividends) out of the
monies of the Corporation properly applicable to the payment of dividends,
which dividends shall be non-cumulative preferential dividends at a rate
per annum equal to the prescribed rate of interest for the purposes of
subsection 256(11) of the Income Tax Act (Canada) as of the time of
issuance of the first then issued shares of the particular class (the
"Prescribed Rate") in each case on the Redemption Amount thereof (as
described herein) as may be determined by the Directors, payable at such
time or times and at such place or places as the Directors may determine.
The Directors shall be entitled from time to time to declare part of the
said non-cumulative dividend for any fiscal year notwithstanding that such
dividend for such fiscal year shall not be declared in full. The said
dividends shall be non-cumulative whether earned or not earned and if in
any fiscal year the Directors in their discretion shall not declare the
said dividends or any part thereof, then the right of the holders of the
Preferred shares to such dividends or to any undeclared part thereof for
the fiscal year shall be extinguished. The holders of the Class "J" Voting
Redeemable Preferred Shares shall in no circumstances be entitled to any
dividends other than or in excess of the non-cumulative dividends at the
rate herein provided for.
(b) Repayment of Capital
In the event of the liquidation, dissolution or winding up of the
Corporation or other distribution of its assets amongst the shareholders by
way of repayment of capital, the holders of the Class "J" Voting Redeemable
Preferred Shares shall be entitled to receive an amount per share equal to
the Redemption Amount (as hereinafter defined) together with all declared
but unpaid dividends thereon to the date of the liquidation, dissolution or
winding up in priority to any distribution to the holders of any other
shares of the Corporation (except any shares which by the terms are
specifically stated to rank prior to the Class "J" Voting Redeemable
Preferred Shares in respect of such distributions) and the holders of the
Class "J" Voting Redeemable Preferred Shares shall have no further right to
participate in profits or assets in respect of such liquidation,
dissolution or winding up of the Corporation.
(c) Redemption
(i) The Class "J" Voting Redeemable Preferred Shares, or any number
thereof, shall be subject to redemption at an amount per share equal to the
amount obtained by dividing the difference between the fair market value of
the property (the "Property") transferred to the Corporation on the
issuance of the Class "J" Voting Redeemable Preferred Shares and the amount
of any consideration (other than Class "J" Voting Redeemable Preferred
Shares) transferred to the transferor of the Property in connection with
the transfer, by the number of Class "J" Voting Redeemable Preferred Shares
issued on the transfer of the Property to the Corporation (the "Redemption
Amount") together with all declared but unpaid dividends thereon, if any,
at any time at the option of the Directors without the consent of the
holders thereof. If
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less than all of the outstanding Class "J" Voting Redeemable
Preferred Shares shall be so redeemed, the shares to be
redeemed shall at any particular time, or from time to time,
be selected by lot or otherwise in such manner as the
Directors may determine. Written notice shall be provided to
all holders of the number of shares redeemed and the notice
shall provide that payment for the redeemed shares shall be
made at the place in Canada designated in the aforesaid
notice upon surrender of the certificate or certificates for
the shares so redeemed. From and after the date of the
giving of the notice of redemption the Class "J" Voting
Redeemable Preferred Shares called for redemption shall be
deemed to be redeemed and the holders thereof shall have no
rights whatsoever in respect thereof except to receive the
payment therefor upon surrender of the certificate on
certificates representing the redeemed Class "J" Voting
Redeemable Preferred Shares. The Directors may make and
enforce all and any other such reasonable regulations not
inconsistent with this paragraph or the Articles or By-laws
governing the manner of the redemption of the Class "J"
Voting Redeemable Preferred Shares as they may in their sole
discretion deem advisable.
(iii) The Class "J" Voting Redeemable Preferred Shares or any
number thereof shall be subject to redemption at an amount
per share equal to the Redemption Amount together with all
declared but unpaid dividends thereon, if any, at any time
at the option of the holders thereof without the consent of
the Directors, or the Corporation, provided that if the
Corporation would be prevented by the Business Corporations
Act of Alberta or any other law in force in the Province of
Alberta from redeeming all of the Class "J" Voting
Redeemable Preferred Shares required to be redeemed, then
the Corporation shall redeem, disregarding fractions, that
number of Class "J" Voting Redeemable Preferred Shares that
it is permitted by law to redeem and the Corporation shall
redeem the balance of the outstanding Class "J" Voting
Redeemable Preferred Shares in respect of which redemption
has been demanded by the holder at such time or times as
the redemption is permitted by applicable law. Payment for
such Class "J" Voting Redeemable Preferred Shares shall be
made by cheque payable at any branch in Canada of the
Corporation's bankers upon surrender of the certificates
representing the Class "J" Voting Redeemable Preferred
Shares to be redeemed.
(ii) As set out above, the Redemption Amount per share of the
Class "J" Voting Redeemable Preferred Shares is intended to
equal the difference between the fair market value of the
Property transferred to the Corporation on the issuance of
the Class "J" Voting Redeemable Preferred Shares and the
amount of any consideration (other than Class "J" Voting
Redeemable Preferred Shares) transferred to the transferor
of the Property in connection with the transfer divided by
the number of Class "J" Voting Redeemable Preferred Shares
issued on the transfer of the Property to the Corporation.
Provided that should it be determined at any time by:
(A) a tribunal or court of competent jurisdiction; or
(B) agreement with the Department of National
Revenue, Taxation; or
(C) agreement between the Corporation and the holder
of the Class "J" Voting Redeemable Preferred
Shares;
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that the difference between the fair market value of the
Property transferred to the Corporation on the issuance of the
Class "J" Voting Redeemable Preferred Shares and the amount of
any consideration (other than Class "J" Voting Redeemable
Preferred Shares) transferred to the transferor of the
property in connection with the transfer is different from the
determination of such difference as made by the Directors on
the issuance of the Class "J" Voting Redeemable Preferred
Shares then, in such event, subject to the Business
Corporations Act of Alberta, the Redemption Amount as defined
herein of the Class "J" Voting Redeemable Preferred Shares
then issued and outstanding shall be adjusted accordingly and
retroactively, effective as of the date of issuance of the
Class "J" Voting Redeemable Preferred Shares to equal the
amount which is obtained by dividing the difference (as
determined pursuant to (A), (B) or (C) above, as the case may
be) between the fair market value of the Property transferred
to the Corporation and the amount of any consideration (other
than Class "J" Voting Redeemable Preferred Shares) transferred
to the transferor by the number of Class "J" Voting Redeemable
Preferred Shares issued upon the transfer of the Property to
the Corporation.
(iv) In the event that dividends are paid on the Class "J" Voting
Redeemable Preferred Shares between the date of issuance of
the Class "J" Voting Redeemable Preferred Shares and the
actual date of adjustment provided for above then, forthwith
upon any adjustment being made, an amount shall be paid by the
Corporation or by the recipient of the dividend on the Class
"J" Voting Redeemable Preferred Shares, as the case may be,
together with interest thereon at the prime rate of interest
charged by the bankers of the Corporation at the date of
payment of the dividends computed from the date of the payment
of the dividends to the date of the payment provided for in
this subparagraph which amount shall be equal to the
difference between the amount of dividend actually received
and the amount of dividend which would have been received if
the aforesaid adjustment had actually been made at the date of
issuance of the Class "J" Voting Redeemable Preferred Shares.
(v) In the event that any Class "J" Voting Redeemable Preferred
Shares are redeemed before the actual date of any adjustment
provided for above then, forthwith upon any adjustment being
made, an amount shall be paid by the Corporation or the
person whose Class "J" Voting Redeemable Preferred Shares were
redeemed, as the case may be, together with interest thereon
at the prime rate of interest charged by the bankers of the
Corporation at the date of the redemption of the Class "J"
Voting Redeemable Preferred Shares computed from the actual
date of payment of the Redemption Amount to the date of the
payment provided for in this subparagraph, which amount shall
be equal to the difference between the amount actually paid on
the redemption of the Class "J" Voting Redeemable Preferred
Shares and the amount which would have been paid if the
aforesaid adjustment had actually been made at the date of
issuance of then redeemed Class "J" Voting Redeemable
Preferred Shares.
(vi) The Directors shall not allot and issue any Class "J" Voting
Redeemable Preferred Shares or approve of the transfer of any
Class "J" Voting Redeemable Preferred Shares unless the person
to whom the shares are issued or the transferee, as the case
may be, is made aware of the provisions
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of this paragraph and agrees, in a form and manner
satisfactory to the Directors, to be bound by and
comply with the provisions of this paragraph.
(vii) Upon any adjustment being made pursuant to the
provisions of this paragraph the stated capital of the
Class "J" Voting Redeemable Preferred Shares shall, if
the Directors decide that any adjustment to the stated
capital of the Class "J" Voting Redeemable Preferred
Shares is necessary or desirable, be adjusted
accordingly and retroactively as of the date of
issuance of the Class "J" Voting Redeemable Preferred
Shares to the amount determined by the Directors
subject to the provisions of the Business Corporations
Act of Alberta.
(d) Purchase for Cancellation
The Corporation shall have the right at its option at any time
and from time to time, to purchase for cancellation the whole
or any part of the Class "J" Voting Redeemable Preferred Shares
outstanding pursuant to an agreement between the Corporation
and any holder of Class "J" Voting Redeemable Preferred Shares
or pursuant to tenders received by the Corporation upon request
for tenders addressed to all holders of Class "J" Voting
Redeemable Preferred Shares at the lowest price per share at
which in the opinion of the Directors such shares are
obtainable but not exceeding the Redemption Amount of Class "J"
Voting Redeemable Preferred Shares and from and after the date
of such purchase of any Class "J" Voting Redeemable Preferred
Shares such shares shall be regarded as having been redeemed;
provided that, if in response to an invitation for tenders, two
or more shareholders submit tenders at the same price and if
such tenders are acceptable to the Corporation in whole or in
part, then, unless the Corporation accepts all such tenders in
whole, the Corporation shall accept such tenders in proportion
as nearly as may be to the number of shares offered in each
such tender.
2.2(C) CLASS "K" NON-VOTING REDEEMABLE PREFERRED SHARES
An unlimited number of Class "K" Redeemable Preferred Shares (in
this paragraph referred to as the "Class "K" Redeemable Preferred Shares") have
been created by the Corporation for the purpose of issuances in exchange for
property, (other than a promissory note or a promise to pay), and the Class
"K" Preferred Shares shall have the following rights, restrictions, privileges,
conditions and limitations:
(a) Dividend Rights
The holders of Class "K" Preferred Shares shall be entitled to
receive dividends as and when declared by the Directors but
always in preference and priority to any payment of dividends
on any other shares of the Corporation (except any shares which
by their terms are specifically stated to rank prior to the
Class "K" Preferred Shares in the declaration and payment of
dividends) out of the monies of the Corporation properly
applicable to the payment of dividends, which dividends shall
be non-cumulative preferential dividends at a rate per annum
equal to the prescribed rate of interest for the purposes of
subsection 256(11) of the Income Tax Act (Canada) as of the
time of issuance of the first then issued shares of the
particular class (the "Prescribed Rate") in each case on the
Redemption Amount thereof (as described herein) as may be
determined by the Directors, payable at such time or times and
at such place or places as the Directors may determine. The
Directors
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shall be entitled from time to time to declare part of the said
non-cumulative dividend for any fiscal year notwithstanding
that such dividend for such fiscal year shall not be declared
in full. The said dividends shall be non-cumulative whether
earned or not earned and if in any fiscal year the Directors in
their discretion shall not declare the said dividends or any
part thereof, then the right of the holders of the Preferred
shares to such dividends or to any undeclared part thereof for
the fiscal year shall be extinguished. The holders of the Class
"K" Preferred shares shall in no circumstances be entitled to
any dividends other than or in excess of the non-cumulative
dividends at the rate herein provided for.
(b) Repayment of Capital
In the event of the liquidation, dissolution or winding up of
the Corporation or other distribution of its assets amongst the
shareholders by way of repayment of capital, the holders of the
Class "K" Preferred Shares shall be entitled to receive an
amount per share equal to the Redemption Amount (as hereinafter
defined) together with all declared but unpaid dividends
thereon to the date of the liquidation, dissolution or winding
up in priority to any distribution to the holders of any other
shares of the Corporation (except any shares which by their
terms are specifically stated to rank prior to the Class "K"
Preferred Shares in respect of such distributions) and the
holders of the Class "K" Preferred Shares shall have no further
right to participate in profits or assets in respect of such
liquidation, dissolution or winding up of the Corporation.
(c) Redemption
(i) The Class "K" Preferred Shares, or any number thereof,
shall be subject to redemption at an amount per share
equal to the amount obtained by dividing the difference
between the fair market value of the property (the
"Property") transferred to the Corporation on the
issuance of the Class "K" Preferred Shares and the
amount of any consideration (other than Redeemable
Preferred Shares) transferred to the transferor of the
Property in connection with the transfer by the number
of Class "K" Preferred Shares issued on the transfer of
the Property to the Corporation (the "Redemption
Amount") together with all declared but unpaid dividends
thereon, if any, at any time at the option of the
Directors without the consent of the holders thereof and
if less than the whole amount of the outstanding Class
"K" Preferred Shares shall be so redeemed, the shares to
be redeemed shall at any particular time, or from time
to time, be selected by lot or otherwise in such manner
as the Directors may determine. Written notice shall be
provided to all holders of the number of shares redeemed
and the notice shall provide that payment for the
redeemed shares shall be made at the place in Canada
designated in the aforesaid notice upon surrender of the
certificate or certificates for the shares so redeemed.
From and after the date of the giving of the notice of
redemption the Class "K" Preferred Shares called for
redemption shall be deemed to be redeemed and the
holders thereof shall have no rights whatsoever in
respect thereof except to receive the payment therefor
upon surrender of the certificate or certificates
representing the redeemed Class "K" Preferred Shares.
The Directors may make and enforce all and any other
such reasonable regulations not inconsistent with this
paragraph or the Articles or By-laws governing the
manner of the redemption of the Class "K" Preferred
Shares as they may in their sole discretion deem
advisable.
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(ii) The Class "K" Preferred Shares or any number thereof shall be
subject to redemption at an amount per share equal to the
Redemption Amount together with all declared but unpaid
dividends thereon, if any, at any time at the option of the
holders thereof without the consent of the Directors, or the
Corporation, provided that if the Corporation would be
prevented by the Business Corporations Act of Alberta or any
other law in force in the Province of Alberta from redeeming
all of the Class "K" Preferred Shares required to be redeemed,
then the Corporations shall redeem, disregarding fractions, that
number of Class "K" Preferred Shares that it is permitted by
law to redeem and the Corporation shall redeem the balance of
the outstanding Class "K" Preferred Shares in respect of which
redemption has been demanded by the holder at such time or
times as the redemption is permitted by applicable law. Payment
for such Class "K" Preferred Shares shall be made by cheque
payable at any branch in Canada of the Corporation's bankers
upon surrender of the certificate or certificates representing
the Class "K" Preferred Shares to be redeemed.
(iii) As set out above, the Redemption Amount per share of the Class
"K" Preferred Shares is intended to equal the difference
between the fair market value of the Property transferred to
the Corporation on the issuance of the Class "K" Preferred
Shares and the amount of any consideration (other than Class
"K" Preferred Shares) transferred to the transferor of the
Property in connection with the transfer, divided by the number
of Class "K" Preferred Shares issued on the transfer of the
Property to the Corporation. Provided that should it be
determined at any time by:
(A) a tribunal of court of competent jurisdiction; or
(B) agreement with the Department of National Revenue,
Taxation; or
(C) agreement between the Corporation and the holder of the
Class "K" Preferred Shares;
that the difference between the fair market value of the
Property transferred to the Corporation on the issuance of the
Class "K" Preferred Shares and the amount of any consideration
(other than Class "K" Preferred Shares) transferred to the
transferor of the property in connection with the transfer is
different from the determination of such difference as made by
the Directors on the issuance of the Class "K" Preferred
Shares then, in such event, subject to the Business
Corporations Act of Alberta, the Redemption Amount as defined
herein of the Class "K" Preferred Shares then issued and
outstanding shall be adjusted accordingly and retroactively,
effective as of the date of issuance of the Class "K" Preferred
Shares to equal the amount which is obtained by dividing the
difference (as determined pursuant to (A), (B) or (C) above, as
the case may be) between the fair market value of the Property
transferred to the Corporation and the amount of any
consideration (other than Class "K" Preferred Shares)
transferred to the trasferor by the number of Class "K"
Preferred Shares issued upon the transfer of the Property to
the Corporation.
(iv) In the event that dividends are paid on the Class "K" Preferred
Shares between the date of issuance of the Class "K" Preferred
Shares and the actual date of adjustment, provided for above
then, forthwith upon any adjustment being made, an amount shall
be paid by the Corporation or by the recipient of the dividend
on the Class "K" Preferred Shares, as the case
15
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may be, together with interest thereon at the prime rate of
interest charged by the bankers of the Corporation at the date
of payment of the dividends computed from the date of payment
of the dividends to the date of the payment provided for in this
subparagraph which amount shall be equal to the difference
between the amount of dividend actually received and the amount
of dividend which would have been received if the aforesaid
adjustment had actually been made at the date of issuance of the
Class "K" Preferred Shares.
(v) In the event that any Class "K" Preferred Shares are redeemed
before the actual date of any adjustment provided for above
then, forthwith upon any adjustment being made, an amount shall
be paid by the Corporation or the person whose Class "K"
Preferred Shares were redeemed, as the case may be, together
with interest thereon at the prime rate of interest charged by
the bankers of the Corporation at the date of the redemption of
the Class "K" Preferred Shares computed from the actual date of
payment of the Redemption Amount to the date of the payment
provided for in this subparagraph, which amount shall be equal
to the difference between the amount actually paid on the
redemption of the Class "K" Preferred Shares and the amount
which would have been paid if the aforesaid adjustment had
actually been made at the date of issuance of the then redeemed
Class "K" Preferred Shares.
(vi) The Directors shall not allot and issue any Class "K" Preferred
Shares or approve of the transfer of any Class "K" Preferred
Shares unless the person to whom the shares are issued or the
transferee, as the case may be, is made aware of the provisions
of this paragraph and agrees, in a form and manner satisfactory
to the Directors, to be bound by and comply with the provisions
of this paragraph.
(vii) Upon any adjustment being made pursuant to the provisions of
this paragraph the stated capital of the Class "K" Preferred
Shares shall, if the Directors decide that any adjustment to the
stated capital of the Class "K" Preferred Shares is necessary or
desirable, be adjusted accordingly and retroactively as of the
date of issuance of Class "K" Preferred Shares to the amount
determined by the Directors subject to the provisions of the
Business Corporations Act of Alberta.
(d) Purchase for Cancellation
The Corporation shall have the right at its option at any time and
from time to time, to purchase for cancellation the whole or any part
of the Class "K" Preferred Shares outstanding pursuant to an agreement
between the Corporation and any holder of Class "K" Preferred Shares
or pursuant to tenders received by the Corporation upon request for
tenders addressed to all holders of Class "K" Preferred Shares at the
lowest price per share at which in the opinion of the Directors such
shares are obtainable but not exceeding the Redemption Amount of Class
"K" Preferred Shares and from and after the date of such purchase of
any Class "K" Preferred Shares such shares shall be regarded as having
been redeemed; provided that, if in response to an invitation for
tenders, two or more shareholders submit tenders at the same price and
if such tenders are acceptable to the Corporation in whole or in part,
then, unless the Corporation accepts all such tenders in whole, the
Corporation shall
16
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accept such tenders in proportion as nearly as may be to
the number of shares offered in each such tender.
2.2(D) CLASS "L" NON-VOTING REDEEMABLE PREFERRED SHARES
An unlimited number of Class "L" Redeemable Preferred
Shares (in this paragraph referred to as the "Class "L" Preferred Shares") have
been created by the Corporation for the purpose of issuances in exchange for
property, (other than a promissory note or a promise to pay), and the Class "K"
Preferred Shares shall have the following rights, restrictions, privileges,
conditions and limitations:
(a) Dividend Rights
The holders of Class "K" Preferred Shares shall be entitled
to receive dividends as and when declared by the Directors
but always in preference and priority to any payment of
dividends on any other shares of the Corporation (except
any shares which by their terms are specifically stated to
rank prior to the Class "L" Preferred Shares in the
declaration and payment of dividends) out of the monies of
the Corporation properly applicable to the payment of
dividends, which dividends shall be non-cumulative
preferential dividends at a rate per annum equal to the
prescribed rate of interest for the purposes of subsection
256(11) of the Income Tax Act (Canada) as of the time of
issuance of the first then issued shares of the particular
class (the "Prescribed Rate"") in each case on the
Redemption Amount thereof (as described herein) as may be
determined by the Directors, payable at such time or times
and at such place or places as the Directors may determine.
The Directors shall be entitled from time to time to
declare part of the said non-cumulative dividend for any
fiscal year notwithstanding that such dividend for such
fiscal year shall not be declared in full. The said
dividends shall be non-cumulative whether earned or not
earned and if in any fiscal year the Directors in their
discretion shall not declare the said dividends or any part
thereof, then the right of the holders of the Preferred
shares to such dividends or to any undeclared part thereof
for the fiscal year shall be extinguished. The holders of
the Class "L" Preferred shares shall in no circumstances be
entitled to any dividends other than or in excess of the
non-cumulative dividends at the rate herein provided for.
(a) Repayment of Capital
In the event of the liquidation, dissolution or winding up
of the Corporation or other distribution of it assets
amongst the shareholders by way of repayment of capital,
the holders of the Class "I", Preferred Shares shall be
entitled to receive an amount per share equal to the
Redemption Amount (as hereinafter defined) together with
all declared but unpaid dividends thereon to the date of
the liquidation, dissolution or winding up in priority to
any distribution to the holders of any other shares of the
Corporation (except any shares which by their terms are
specifically stated to rank prior to the Class "L"
Preferred Shares in respect of such distributions) and the
holders of the Class "L" Preferred Shares shall have no
further right to participate in profits or assets in
respect of such liquidation, dissolution or winding up of
the Corporation.
(c) Redemption
(i) The Class "L" Preferred Shares, or any number
thereof, shall be subject to redemption at an amount
per share equal to the amount obtained by
17
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dividing the difference between the fair market value of the property
(the "Property") transferred to the Corporation on the issuance of the
Class "L" Preferred Shares and the amount of any consideration (other
than Class "L" Preferred Shares) transferred to the transferor of the
Property in connection with the transfer by the number of Class "L"
Preferred Shares issued on the transfer of the Property to the
Corporation (the "Redemption Amount") together with all declared but
unpaid dividends thereon, if any, at any time at the option of the
Directors without the consent of the holders thereof and if less than
all of the outstanding Class "L" Preferred Shares shall be so
redeemed, the shares to be redeemed shall at any particular time, or
from time to time, be selected by lot or otherwise in such manner as
the Directors may determine. Written notice shall be provided to all
holders of the number of shares redeemed and the notice shall provide
that payment for the redeemed shares shall be made at the place in
Canada designated in the aforesaid notice upon surrender of the
certificate or certificates for the shares so redeemed. From and after
the date of the giving of the notice of redemption the Class "L"
Preferred Shares called for redemption shall be deemed to be redeemed
and the holders thereof shall have no rights whatsoever in respect
thereof except to receive the payment therefor upon surrender of the
certificate or certificates representing the redeemed Class "L"
Preferred Shares. The Directors may make and enforce all and any other
such reasonable regulations not inconsistent with this paragraph or
the Articles or By-laws governing the manner of the redemption of the
Class "L" Preferred Shares as they may in their sole discretion deem
advisable.
(ii) The Class "L" Preferred Shares or any number thereof shall be subject
to redemption at an amount per share equal to the Redemption Amount
together with all declared but unpaid dividends thereon, if any, at
any time at the option of the holders thereof without the consent of
the Directors, or the Corporation, provided that if the Corporation
would be prevented by the Business Corporations Act of Alberta or any
other law in force in the Province of Alberta from redeeming all of
the Class "L" Preferred Shares required to be redeemed, then the
Corporation shall redeem, disregarding fractions, that number of Class
"L" Preferred Shares that it is permitted by law to redeem and the
Corporation shall redeem the balance of the outstanding Class "L"
Preferred Shares in respect of which redemption has been demanded by
the holder at such time or times as the redemption is permitted by
applicable law. Payment for such Class "L" Preferred Shares shall be
made by cheque payable at any branch in Canada of the Corporation's
bankers upon surrender of the certificate or certificates representing
the Class "L" Preferred Shares to be redeemed.
(iii) As set out above, the Redemption Amount per share of the Class "L"
Preferred Shares is intended to equal the difference between the fair
market value of the Property transferred to the Corporation on the
issuance of the Class "L" Preferred Shares and the amount of any
consideration (other than Class "L" Preferred Shares) transferred to
the transferor of the Property in connection with the transfer,
divided by the number of Class "L" Preferred Shares issued on the
transfer of the Property to the Corporation. Provided that should it
be determined at any time by:
18
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(A) a tribunal of court of competent jurisdiction; or
(B) agreement with the Department of National Revenue,
Taxation; or
(C) agreement between the Corporation and the holder of
the Class "L" Preferred Shares;
that the difference between the fair market value of the
Property transferred to the Corporation on the issuance
of the Class "L" Preferred Shares and the amount of any
consideration (other than Class "L" Preferred Shares)
transferred to the transferor of the property in
connection with the transfer is different from the
determination of such difference as made by the
Directors on the issuance of the Class "L" preferred
Shares then, in such event, subject to the Business
Corporations Act of Alberta, the Redemption Amount as
defined herein of the Class "L" Preferred Shares then
issued and outstanding shall be adjusted accordingly and
retroactively, effective as of the date of issuance of
the Class "L" Preferred Shares to equal the amount which
is obtained by dividing the difference (as determined
pursuant to (A), (B) or (C) above, as the case may be)
between the fair market value of the Property
transferred to the Corporation and the amount of any
consideration (other than Class "L" Preferred Shares)
transferred to the transferor by the number of Class "L"
Preferred Shares issued upon the transfer of the
Property to the Corporation.
(iv) In the event that dividends are paid on the Class "L"
Preferred Shares between the date of issuance of the
Class "L" Preferred Shares and the actual date of any
adjustment provided for above then, forthwith upon any
adjustment being made, an amount shall be paid by the
Corporation or by the recipient of the dividend on the
Class "L" Preferred Shares, as the case may be, together
with the interest thereon at the prime rate of interest
charged by the bankers of the Corporation at the date of
payment of the dividends computed from the date of
payment of the dividends to the date of the payment
provided for in this subparagraph which amount shall be
equal to the difference between the amount of dividend
actually received and the amount of dividend which would
have been received if the aforesaid adjustment had
actually been made at the date of issuance of the Class
"L" Preferred Shares.
(v) In the event that any Class "L" Preferred Shares are
redeemed before the actual date of any adjustment
provided for above then, forthwith upon any adjustment
being made, an amount shall be paid by the Corporation
or the person whose Class "L" Preferred Shares were
redeemed, as the case may be, together with interest
thereon at the prime rate of interest charged by the
bankers of the Corporation at the date of the redemption
of the Class "L" Preferred Shares computed from the
actual date of payment of the Redemption Amount to the
date of the payment provided for in this subparagraph,
which amount shall be equal to the difference between
the amount actually paid on the redemption of the Class
"L" Preferred Shares and the amount which would have
been paid if the aforesaid adjustment had actually been
made at the date of issuance of the then redeemed Class
3 Preferred Shares.
(vi) The Directors shall not allot and issue any Class "L"
Preferred Shares or approve of the transfer of any Class
"L" Preferred Shares unless the person
19
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to whom the shares are issued or the transferee, as the
case may be, is made aware of the provisions of this
paragraph and agrees, in a form and manner satisfactory
to the Directors, to be bound by and comply with the
provisions of this paragraph.
(vii) Upon any adjustment being made pursuant to the
provisions of this paragraph the stated capital of the
Class "L" Preferred Shares shall, if the Directors
decide that any adjustment to the stated capital of the
Class "L" Preferred Shares is necessary or desirable,
be adjusted accordingly and retroactively as of the
date of issuance of the Class "L" Preferred Shares to
the amount determined by the Directors subject to the
provisions of the Business Corporations Act of Alberta.
(d) Purchase for Cancellation
The Corporation shall have the right at its option at any time
and from time to time, to purchase for cancellation the whole
or any part of the Class "L" Preferred Shares outstanding
pursuant to an agreement between the Corporation and any holder
of Class "L" Preferred Shares or pursuant to tenders received
by the Corporation upon request for tenders addressed to all
holders of Class "L" Preferred Shares at the lowest price per
share at which in the opinion of the Directors such shares are
obtainable but not exceeding the Redemption Amount of Class "L"
Preferred Shares and from and after the date of such purchase
of any Class "L" Preferred Shares such shares shall be regarded
as having been redeemed; provided that, if in response to an
invitation for tenders, two or more shareholders submit tenders
at the same price and if such tenders are acceptable to the
Corporation in whole or in part, then, unless the Corporation
accepts all such tenders in whole, the Corporation shall accept
such tenders in proportion as nearly as may be to the number of
shares offered in each such tender.
2.3 OTHER RIGHTS OF THE REDEEMABLE PREFERRED SHARES
Notwithstanding anything contained in this or any other
Schedule to the Articles of the Corporation or the Articles of the Corporation,
the Class "J" Voting Redeemable Preferred Shares and the Class "K" and "L"
Non-Voting Redeemable Preferred Shares and the Class "K" and "L" Non-Voting
Redeemable Preferred Shares shall rank pari passu with each other in respect
of all distributions on the liquidation, dissolution or winding up of the
Corporation but, for greater certainty, such classes of shares need not rank
equally or be treated equally in respect of redemptions made at the option of
the Corporation pursuant to the provisions of this Schedule or any other
Schedule to the Articles of the Corporation, or in the declaration or payment
of dividends and the Directors of the Corporation shall have full and absolute
discretion to declare and pay dividends, subject to the limitations in the
provisions of this Schedule, or any other Schedule to the Articles of the
Corporation, in such amounts, at such time and in such manner as the Directors
may determine to any or all (or none) of the Class "J" Preferred Shares, the
Class "K" Preferred Shares and the Class "L" Preferred Shares.
2.4 RESTRICTIONS ON PAYMENTS
Notwithstanding anything contained in or forming a part of this
or any other Schedule to the Articles of the Corporation or the Articles of the
Corporation, no dividends shall at any time be declared or paid on any shares
and no share shall be redeemed, purchased or otherwise acquired where the
payment of such dividend or the payment of the redemption, purchase or
acquisition price, as the case may be, would have the result of reducing the net
realizable value of
20
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the assets of the Corporation to an amount that is less than the amount
required to redeem all redeemable preferred shares of the Corporation then
issued and outstanding and for the purposes of this paragraph, the net
realizable value of the assets of the Corporation could be realized in
cash at the time less the aggregate of the liabilities of the Corporation
at that time.
B. Pursuant to paragraph 167(l)(f) of the Business Corporations Act, to
change the One hundred (100) Class "A" common shares, One hundred (100)
Class "B" common shares, One hundred (100) Class "C" common shares and Ten
(10) Class "D" preferred shares in the share capital of the Corporation
issued and outstanding immediately prior to this amendment to Two Million
(2,000,000) Class "J" preferred shares and Twenty seven thousand six
hundred seventy one (27,671) Class "A" shares in the amended share capital
of the Corporation.
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DATE SIGNATURE TITLE
August 7, 1998 /s/ DONALD A. BIALIK Director
--------------------
DONALD A. BIALIK
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FOR DEPARTMENTAL USE ONLY
21
FORM 4
PROVINCE OF ALBERTA
CONSUMER AND CORPORATE AFFAIRS
BUSINESS CORPORATIONS ACT
(Section 27 or 171)
ARTICLES OF AMENDMENT
1. NAME OF CORPORATION: 2. CORPORATE ACCESS NUMBER:
RIVERVIEW MANAGEMENT CORPORATION 20370731
3. THE ARTICLES OF THE ABOVE NAMED CORPORATION ARE AMENDED AS FOLLOWS:
A. Pursuant to paragraphs 167(1)(c), 167(1)(d) and 167(1)(e) of the Business
Corporations Act, to delete therefrom Article 2 in its entirety and to
substitute therefor the following:
2. The Classes and Any Maximum Number of
Shares That The Corporation is Authorized to Issue
2.1 Authorized Capital
(a) An unlimited number of Class "A" shares; and
(b) An unlimited number of Class "B" shares; and
(c) An unlimited number of Class "C" shares; and
(d) An unlimited number of Class "D" shares.
2.2 The Special Rights, Privileges, Restrictions
and Conditions Attaching to each Class of Shares
(a) Voting
The holder of Class "A" shares shall be entitled to vote at all
meetings of the shareholders of the Corporation except meetings at
which only holders of a specified class of shares are, by the
provisions of the Business Corporations Act, entitled to vote.
Subject always to the provisions of the Business Corporations Act,
the holders of Class "B", "C" and "D" shares shall not be entitled
to receive notice of or attend any meetings of the shareholders of
the Corporation and shall not be entitled to vote at such meetings.
(b) Dividends
(i) Preference
The holders of the Class "D" shares shall in each year, at the
discretion of the Directors, but without preference or
priority with respect to payment of dividends to holders of
any other class of shares, be entitled.
22
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out of all or any profits or surplus available for
dividends, to non-cumulative dividends at the rate of
eight (8%) per cent per annum on the Redemption Amount
thereof (as described in subsection 2.2(c) herein) as
may be determined by the Directors, payable at such
time or times and at such place or places as the
Directors may determine. The said dividends shall be
non-cumulative whether earned or not earned, and if in
any fiscal year the Directors in their discretion shall
not declare the said dividends or any part thereof,
then the right of the holders of the Class "D" shares
to such dividends or any greater dividend actually
declared for the fiscal year shall be extinguished. The
holders of the Class "D" shares shall in no
circumstances be entitled to any dividends other than or
in excess of the non-cumulative dividends at the rate
of eight (8%) per cent per annum herein provided for.
(ii) Exclusive
Dividends on any class of shares of the Corporation may
be declared and paid exclusive of dividends in respect
of any other class of shares.
(iii) Restriction on Dividends
No dividends or distributions of any kind whatsoever
shall be declared or made in respect of any of the
shares of the Corporation which would be contrary to
any applicable law or which would have the effect of
reducing the net assets, including goodwill, of the
Corporation to an amount insufficient to enable the
redemption by the Corporation, at the aggregate of the
Redemption Amounts, of the issued and outstanding Class
"D" shares.
(c) Redemption Amount of Class "D" Shares
(i) The Redemption Amount for each Class "D" share shall be
equal to the fair market value of the property or
issued shares of the Corporation of a different class
(the "Assets") for which Class "D" shares were issued
by the Corporation (the "Asset Value") less the
aggregate value of any non-share consideration given or
assumed by the Corporation as partial consideration for
the Assets (the "Non-Share Value") divided by the
number of Class "D" shares issued in exchange for the
Assets.
(ii) Notwithstanding the provisions of the foregoing
paragraph 2.2(c)(i) hereof, if the Minister of National
Revenue, the Provincial Treasurer of the Province of
Alberta, their authorized representative or any similar
authority shall assess or reassess the Corporation or
its shareholders for income tax (or propose such an
assessment or reassessment) on the basis of a
determination or assumption that:
(A) the fair market value of the Assets received in
respect of the issuance of any Class "D" share
does not equal the Asset Value; or
(B) the Non-Share Value should have been a greater
or lesser amount than the amount determined
upon issuance of such Class "D" share;
23
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then the Asset Value shall be adjusted (the "Adjusted Asset
Value") or the Non-Share Value shall be adjusted (the
"Adjusted Non-Share Value"), as the case may be, and shall be
deemed to be:
(C) subject to subparagraph (E), hereof, the fair market
value of the Assets or Non-Share Value as determined by
the authority making or proposing such an assessment or
reassessment, provided that the Directors agree that
such determination is accurate; or
(D) subject to subparagraph (E) hereof, where the
Directors do not agree that the authority's
determination is accurate, the fair market value of the
Assets or Non-Share Value as determined by a qualified
person whom the Directors shall appoint to make that
determination forthwith following the making or
proposing of such an assessment or reassessment; or
(E) where any such assessment or reassessment is the subject
of an appeal to a Court of competent jurisdiction, the
fair market value of the Assets or Non-Share Value as
determined by that Court.
(iii) In the event of a determination of an Adjusted Asset Value or
an Adjusted Non-Share Value then the Redemption Amount
payable for each Class "D" share issued in exchange for the
Assets shall be adjusted by the Directors and shall be equal
to the Adjusted Asset Value (or if there has been no
adjustment the Asset Value) less the Adjusted Non-Share Value
(or if there has been no adjustment the Non-Share Value)
divided by the total number of Class "D" shares issued in
exchange for the Assets. If any Non-Share consideration shall
have been given or assumed, any Class "D" share shall have
been redeemed or any dividends shall have been declared
thereon prior to the Redemption Amount being adjusted as
aforesaid, any resulting over-payment by the Corporation
shall be a debt due on demand to the Corporation from the
holder of such Class "D" shares and any resulting
under-payment shall be a debt due on demand from the
Corporation to the holders of such Class "D" shares.
(d) Procedure
(i) Subject to the Business Corporations Act, the Corporation
may, upon giving notice as hereinafter provided, redeem the
whole or any part of the Class "D" shares on payment for each
Class "D" share to be redeemed of the Redemption Amount,
together with all dividends declared thereon and unpaid.
Unless waived by the registered holder of the shares to be
redeemed, the Corporation shall give not less than thirty
(30) days notice in writing of such redemption by mailing
such notice to the registered holder of each Class "D" share
to be redeemed, specifying the date and place or places of
redemption. If notice of any such redemption be given by the
Corporation in the manner aforesaid and an amount sufficient
to redeem such shares be deposited with any trust company or
chartered bank in Canada as specified in the notice on or
before the date fixed for redemption, dividends on the Class
"D" shares to be redeemed shall cease after the date so fixed
for redemption and the holders thereof shall thereafter have
no rights against the Corporation in respect thereof except,
upon the surrender of certificates for such Class "D" shares,
to receive payment therefor out of the monies so deposited.
Upon the Redemption
24
-4-
Amount of such Class "D" shares being deposited with any trust
company or chartered bank in Canada as aforesaid, notice shall be
given to the holders of the Class "D" shares called for
redemption who have failed to present the certificates
representing such Class "D" shares, within two (2) months of the
date specified for redemption, to the effect that the monies have
been so deposited and may be obtained by the holders of the said
Class "D" shares upon presentation of the certificates
representing such Class "D" shares for redemption at the said
trust company or chartered bank in Canada.
(e) Retractable
(i) Each holder of a Class "D" share has the right, exercisable by
depositing the holder's share certificate with the Corporation at
its registered office, to require the Corporation to redeem any
Class "D" share within thirty (30) days after the date the
certificate is deposited, for an amount equal to one hundred
(100%) per cent of the Redemption Amount per Class "D" share so
deposited, together with all dividends declared thereon and
unpaid. The Corporation will not be obligated to redeem any Class
"D" share pursuant to this provision if and so long as the
redemption would be contrary to any applicable law.
(f) Liquidation
In the event of the liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary:
(i) the holders of the Class "D" shares shall be entitled to receive
before distribution of any part of the assets of the Corporation
amongst the holders of shares of any other class in the share
capital of the Corporation, an amount equal to one hundred (100%)
per cent of the Redemption Amount of the Class "D" shares and any
dividends declared thereon and unpaid and no more;
(ii) the holders of the Class "A" shares shall be entitled to receive
in respect of each Class "A" share held, before distribution of
any part of the assets of the Corporation amongst the holders of
the Class "B" and "C" shares in the share capital of the
Corporation, an amount equal to the quotient obtained when the
stated capital maintained for the Class "A" shares is divided by
the number of Class "A" shares then outstanding;
(iii) the holders of the Class "B" shares shall be entitled to receive
in respect of each Class "B" share held, before distribution of
any part of the assets of the Corporation amongst the holders of
the Class "C" shares in the share capital of the Corporation, an
amount equal to the quotient obtained when the stated capital
maintained for the Class "B" shares is divided by the number of
Class "B" shares then outstanding;
(iv) the holders of the Class "C" shares shall be entitled to receive
in respect of each Class "C" share held, before distribution of
any part of the assets of the Corporation amongst the holders of
any other class of shares in the share capital of the Corporation
other than a distribution pursuant to
25
-5-
paragraphs 2.2(f)(i), 2.2(f)(ii) or 2.2(f)(iii) herein,
an amount equal to the quotient obtained when the
stated capital maintained for the Class "C" shares is
divided by the number of Class "C" shares then
outstanding; and
(v) the holders of the Class "A", "B" and "C" shares shall
be entitled to participate equally amongst themselves
in respect of each Class "A", "B" and "C" share held in
any further distribution of the assets of the
Corporation.
B. Pursuant to paragraph 167(1)(f) of the Business Corporations Act, to
change the ten (10) Class "A" shares in the share capital of the
Corporation issued and outstanding immediately prior to this amendment
to ten (10) Class "D" redeemable shares in the amended share capital of
the Corporation.
C. Pursuant to paragraph 167(1)(l) of the Business Corporations Act, to
delete therefrom Article 3 in its entirety and to substitute therefor
the following:
3. Restrictions if any on Share Transfers
No shares of the Corporation shall be transferred without the approval
of the directors of the Corporation either by a resolution passed at a
Board of Directors meeting or by an instrument or instruments in
writing signed by all the directors.
D. Pursuant to paragraph 167(1)(m) of the Business Corporations Act, to
delete therefrom Article 6 in its entirety and to substitute therefor
the following:
6. Other Provisions, if any:
See Schedule I attached hereto.
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DATE SIGNATURE TITLE
January 25, 1993 [SIG] President
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FOR DEPARTMENTAL USE ONLY
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26
SCHEDULE I ATTACHED TO THE ARTICLES OF AMENDMENT OF
RIVERVIEW MANAGEMENT CORPORATION
6. Other provisions (if any):
(a) The number of shareholders of the Corporation, exclusive of:
(i) persons who are in its employment or that of an affiliate; and
(ii) persons, who having been formerly in its employment or that of
an affiliate were, while in that employment, shareholders of the
Corporation and have continued to be shareholders of that
Corporation after termination of that employment
is limited to not more than fifty (50) persons, two or more persons
who are joint registered owners of one or more shares being counted as
one shareholder.
(b) Any invitation to the public to subscribe for securities of the
Corporation is prohibited.
27
BUSINESS CORPORATIONS ACT FORM 1
[SEAL] [SEAL]
[ALBERTA LOGO] ARTICLES OF INCORPORATION
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1. NAME OF CORPORATION.
[ILLEGIBLE COPY]
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2. THE CLASSES AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS
AUTHORIZED TO ISSUE.
[ILLEGIBLE COPY]
- --------------------------------------------------------------------------------
3. RESTRICTIONS IF ANY ON SHARE TRANSFERS.
[ILLEGIBLE COPY]
- --------------------------------------------------------------------------------
4. NUMBER (OR MINIMUM AND MAXIMUM NUMBER) OF DIRECTORS.
2 7
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5. IF THE CORPORATION IS RESTRICTED FROM CARRYING ON A CERTAIN BUSINESS,
SPECIFY THESE RESTRICTIONS.
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6. OTHER PROVISIONS IF ANY.
[ILLEGIBLE COPY]
- --------------------------------------------------------------------------------
7. DATE:
- --------------------------------------------------------------------------------
INCORPORATION NAMES: ADDRESS (INCLUDE POSTAL CODE) SIGNATURE
- --------------------------------------------------------------------------------
[ILLEGIBLE COPY] [ILLEGIBLE COPY]
- --------------------------------------------------------------------------------
[ILLEGIBLE COPY] [ILLEGIBLE COPY]
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FOR DEPARTMENTAL USE ONLY
CORPORATE ACCESS NO. INCORPORATION DATE
CCA-06.101
28
THIS IS SCHEDULE "A" TO THE
ARTICLES OF INCORPORATION
DATED AUGUST 18, 1987 OF
RIVERVIEW MANAGEMENT CORPORATION
2.0 The authorized capital of the Corporation is to consist of three classes of
shares: 1) an unlimited number of Class A voting common shares without
nominal or par value ("Voting Common Shares"), 2) an unlimited number of
Class B non-voting common shares without nominal or par value ("Non-Voting
Common Shares"), and 3) an unlimited number of non-voting redeemable
preferred shares ("Redeemable Preferred Shares").
2.1 The maximum price or consideration at or for which the Voting Common Shares
or the Non-Voting Common Shares may be issued or sold is not limited in
amount, and the maximum price or consideration at or for which the
Redeemable Preferred Shares may be issued or sold is not limited in amount,
provided however, that the Voting Common Shares, the Non-Voting Common
Shares and the Redeemable Preferred Shares may be issued and sold by the
Corporation each from time to time by resolution of the Directors of the
Corporation.
2.2 The rights attaching to the Redeemable Preferred Shares to the Voting
Common Shares and to the Non-Voting Common Shares shall be as follows:
(a) The holder of Voting Common Shares shall be entitled to one (1) vote
for each Voting Common Share. The holders of Non-Voting Common Shares
shall not be entitled to a vote for any Non-Voting Common Share.
(b) All or part of the Redeemable Preferred Shares at any time
outstanding may at any time and from time to time be purchased or be
redeemed by the Corporation on any date fixed by the Corporation at
an amount equal to the capital paid up thereon.
(c) In the event of liquidation, dissolution or winding-up of the
Corporation or other distribution of its assets to the shareholders
for the purpose of winding up its affairs, the holders of the
Redeemable Preferred Shares shall be entitled to receive the amount
paid up on such shares before any amount is paid or any property or
assets of the Corporation are distributed to the holders of any
Voting Common Shares or Non-Voting Common Shares or shares of any
other class ranking junior to the Redeemable Preferred Shares. Upon
payment of the amounts payable to them as provided above, the said
holders of the Redeemable Preferred Shares shall not be entitled to
share in any further distribution of the property or assets of the
Corporation.
(d) The holders of the Redeemable Preferred Shares shall not be entitled
as of right to subscribe for or purchase or receive any part of any
issue of shares or bonds, debentures or other securities of the
Corporation now or hereafter authorized.
29
2.3 The capital of the Corporation may be increased, divided, converted,
consolidated and dealt with in accordance with the law then prevailing and new
capital may be issued having attached thereto any preferred, special, qualified
or deferred rights, privileges, conditions or restrictions, including any
preference or priority in the payment of dividends or the distribution of
assets, or voting or otherwise over any other shares, whether common or
preferred, and whether issued or not.
2.4 Any and all shares of the Corporation may be issued at the times and to the
person and for the consideration that the directors determine. The shares of
each class may be issued in one or more series and the directors may fix the
number of shares in each series and determine the designation, rights,
privileges, restrictions and conditions attaching to the shares of each series.
30
THIS IS SCHEDULE "B" TO THE
ARTICLES OF INCORPORATION
DATED AUGUST 18, 1987 OF
RIVERVIEW MANAGEMENT CORPORATION
(a) the number of members for the time being shall be limited to fifty (50)
(exclusive of persons who are in the employment of the Corporation and persons
who, having been formerly in the employment of the Corporation, were while in
such employment and have continued after the termination of such employment to
be members of the Corporation); but where two (2) or more persons hold one(1) or
more shares of the Corporation jointly, they shall for the purposes of this
article, be treated as a single member;
(b) no invitation shall be made to the public to subscribe for any shares,
debentures or other securities of the Corporation;
(c) the right of the Shareholders to transfer or dispose of their shares shall
be subject to the approval of the Board of Directors, and also to the provisions
of any agreement restricting the transfer or disposal of the shares in question
provided that a notice of the existence of such agreement has been made by
authority of the Board on the Shares Certificate representing the shares in
question prior to such Share Certificate being presented for transfer.
31
THIS IS SCHEDULE "C" TO THE
ARTICLES OF INCORPORATION
DATED AUGUST 18, 1987 OF
RIVERVIEW MANAGEMENT CORPORATION
6.0 The Directors of the Corporation from time to time may, without
authorization of the shareholders:
(a) borrow money upon the credit of the Corporation;
(b) issue, re-issue, sell or pledge bonds, debentures, notes or other
evidence of indebtedness or guarantee of the Corporation, whether
secured or unsecured;
(c) give a guarantee on behalf of the Corporation to secured performance
of any person; and
(d) charge, mortgage, hypothecate, pledge or otherwise create a security
interest in all or any currently owned or subsequently acquired real
or personal, movable or immovable property of the Corporation
including book debts, rights, powers, franchises and undertaking, to
secure any obligation, present or future, of the Corporation.
The Directors may, from time to time, delegate to such one or more of the
Directors or Officers of the Corporation as may be designated by the Directors
all or any of the powers conferred on the Directors by the foregoing or by the
Business Corporations Act, to such extent and in such manner as the Directors
shall determine at the time of each such delegation. Nothing in this provision
limits or restricts the borrowing of money by the Corporation on bill of
exchange or promissory notes made, drawn, accepted or endorsed by or on behalf
of the Corporation.
6.1 The Directors may, between annual general meetings, appoint one or more
additional directors of the Corporation to serve until the next annual
general meeting, but the number of additional Directors shall not at any
time exceed one-third of the number of Directors who held office at the
expiration of the last annual meeting of the Corporation.
6.2 Directors of the Corporation shall be elected for terms not later than the
close of the third annual meeting following their election. The terms of
office of each director shall be staggered as required from time to time
to ensure that as close to one-third of the board as may be reasonably
practicable shall be up for election at each annual meeting of
shareholders to be held for the next 3 annual meeting of shareholders
following the election. If neither the resolution, notice of meeting or
information circular relating to a meeting at which directors are to be
elected for varying terms of office specify the term for each individual
director, the director or directors receiving the most votes shall serve
the longest terms, and for such purposes where two or more nominees
receive the same number of votes, a nominee whose name appears prior to
any other nominee or nominees in the resolution electing the directors
shall be deemed to have a greater number of votes than such other nominee
or nominees.