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Exhibit 3(f)
FORM 19
(Section 348)
PROVINCE OF BRITISH COLUMBIA
Certificate of
Inc. No. 186138
COMPANY ACT
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SPECIAL RESOLUTION
The following special resolution was passed by the undermentioned
Company on the date stated:
NAME OF COMPANY: ALASKA APOLLO RESOURCES INC.
DATE RESOLUTION PASSED: JUNE 22, 1998
RESOLUTION:
RESOLVED AS SPECIAL RESOLUTIONS THAT:
1. The Memorandum of the Company be altered by changing the name of the
Company to "Daugherty Resources, Inc."
2. Paragraph 1 of the Memorandum be altered to read as follows:
"1. The name of the Company is Daugherty Resources, Inc."
3. The Memorandum of the Company be altered so that the authorized capital
of the Company which presently consists of 20,000,000 common shares
without par value, of which 10,141,331 are issued, be increased to
50,000,000 common shares without par value of which 10,141,331 will be
issued.
4. The Memorandum of the Company be altered so that the authorized capital
of the Company be increased by creating 6,000,000 preferred shares
without par value.
5. There be created special rights and restrictions attached to the common
shares and the preferred shares as set forth in the schedule attached to
these resolutions.
6. The Articles of the Company be amended by adding thereto Part 23 as set
forth in the schedule attached to these resolutions.
7. The Company consolidate all of the 50,000,000 common shares without par
value of which 10,141,331 common shares are issued and outstanding, into
10,000,000 common shares without par value, of which 2,028,266.2 common
shares will be
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issued and outstanding, every five (5) common shares without par value
being consolidated into one (1) common share.
8. Paragraph 2 of the Memorandum be altered to read as follows:
"2. The authorized capital of the Company consists of 16,000,000
shares divided into:
10,000,000 common shares without par value; and 6,000,000
preferred shares without par value
having attached thereto the special rights and restrictions
set forth in the Articles of the Company."
The Memorandum, as altered, is attached hereto as Schedule "A".
Certified a true copy the 22nd day of June, 1998.
(Signature) /s/ Ron Paton
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(Relationship to Company) Solicitor
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SCHEDULE "A" ATTACHED TO AND FORMING PART OF A SPECIAL RESOLUTION OF ALASKA
APOLLO RESOURCES INC. PASSED ON THE 22ND DAY OF JUNE, 1998.
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COMPANY ACT
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ALTERED MEMORANDUM
1. The name of the Company is Daugherty Resources, Inc.
2. The authorized capital of the Company consists of 16,000,000 shares
divided into:
10,000,000 common shares without par value; and 6,000,000 preferred
shares without par value
having attached thereto the special rights and restrictions set
forth in the Articles of the Company.
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SCHEDULE "B"
PART 23 - SPECIAL RIGHTS AND RESTRICTIONS
23.1 The preferred shares in the capital of the Company shall have the
following special rights and restrictions attached thereto:
(a) Preferred shares may be issued for such consideration and for such
corporate purposes as the board of directors may from time to time determine.
No shareholder of the Company shall by reason of his holding shares of any
class have any preemptive or preferential right to purchase or subscribe to
any shares of any class of the Company now or hereafter to be authorized or
any notes, debentures, bonds, or other securities convertible into or carrying
options or warrants to purchase shares of any class, now or hereafter to be
authorized, whether or not the issuance of any such shares, or such notes,
debentures, bonds or to the securities would adversely affect dividend or
voting rights of such shareholder, other than such rights, if any, as the
board of directors in its discretion may fix; and the board of directors may
issue shares of any class of the Company, or any notes, debentures, bonds, or
other securities convertible into or carrying options or warrants to purchase
shares of any class, without offering any such shares of any class, either in
whole or in part to the existing shareholders of any class.
(b) The preferred shares may be issued from time to time in one or more
series. Initially the preferred shares will be authorized as a single series,
but may be expanded to include additional series pursuant to proper
shareholder approval. The preferred shares may be converted into common shares
of the Company at the election of the holder thereof at any time within two
years of the day of issue of the preferred shares, on a share for share basis.
The preferred shares may be converted into common shares by the Company at any
time within two years of the date of issue of the preferred shares, on a share
for share basis, if the following conditions are met: (i) the last sales price
per share of common shares, as noted on the Company's principal trading
exchange equals or exceeds US$2.00 for at least 20 consecutive days, and (ii)
proper notice of conversion is given to the Company by the holder no sooner
than one day after, and no later than 10 days after the expiration of the
referenced 20 consecutive trading day period. Any preferred shares not
converted by the Company or the holder before the second anniversary of its
issue shall be automatically converted by the Company into common shares on a
share for share basis on the second anniversary of issue. Any preferred shares
converted automatically by the Company on the second anniversary of issue,
shall receive a conversion bonus of common shares equal to 12 percent of the
number of preferred shares which remain unconverted on the second anniversary
date. Any preferred shares converted by the Company prior to the second
anniversary date shall receive a conversion bonus of common shares equal to
0.5 percent per month of the number of preferred shares which are converted,
times the total number of months elapsed from the date of issuance of the
preferred shares to the date of conversion.
(c) The holders of the preferred shares of each series shall be entitled
to received non-cumulative ordinary dividends prior and in preference to the
common shares, when and as properly declared by the board of directors of the
Company, out of any funds legally available therefor.
(d) In the event of any liquidation, dissolution or winding up of the
affairs of the Company, then, before any distribution or payment shall be made
to the holders of the common shares or any other class of shares of the
Company ranking junior to the preferred shares in respect of dividends or
distribution of assets on liquidation, the holders of the preferred shares of
the respective series shall be entitled to be paid in full the respective
amounts fixed for such series, plus in each case a sum equal to accrued and
unpaid dividends thereon to the date of payment thereof. After such payment
shall have been made in full to the holders of the preferred share, the
remaining assets and funds of the Company shall be distributed among the
holders of the shares of the Company ranking junior to the preferred shares
according to their
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respective rights. In the event that the assets of the Company available for
distribution to holders of the preferred shares shall not be sufficient to
make the payment herein required to be made in full, such assets shall be
distributed to the holders of the respective preferred shares pro rata in
proportion to the amounts payable hereunder upon each share thereof.
(e) Except as otherwise provided in this Article or in any resolution of
the board of directors providing for the issuance of any particular series of
the preferred shares, preferred shares redeemed or otherwise retired by the
Company shall assume the status of authorized but unissued preferred shares
and may thereafter, subject to the provisions of this Article and of any
restrictions contained in any resolution of the board of directors providing
for the issuance of any particular series of the preferred shares, be reissued
in the same manner as other authorized but unissued preferred shares.
(f) So long as any preferred shares of any series are outstanding; (i)
the Company shall not without the consent of the holders of at least three
quarters of the number of preferred shares at the time outstanding, given in
person or by proxy, either in writing or by vote at an extraordinary general
meeting, amend, alter or repeal any of the provisions of this Article (other
than provisions relating exclusively to the preferred shares of a particular
series) so as to affect adversely the rights, powers or preferences of the
preferred shares, and shall not, without the consent of the holders of at
least three-quarters of the number of preferred shares of such serios at the
time outstanding given in or by proxy, either in writing or by a vote at an
extraordinary general meeting, amend, alter or repeal any of the provisions of
this Article or of any resolution or resolutions relating exclusively to the
preferred shares of such series, so as to affect adversely the rights, powers
or preferences of the preferred shares of such series; (ii) the Company shall
not, without the consent of the holders of at least three-quarters of the
number of preferred shares at the time, outstanding given in person or by
proxy, either in writing or by vote at an extraordinary general meeting,
create or authorize any additional class of shares ranking prior to the
preferred shares in respect of dividends or distribution of assets on
liquidation or increase the authorized amount of any additional class of
shares ranking prior to the preferred shares in respect of dividends or
distribution of assets on liquidation, or create or authorize any obligation
or security convertible into or evidencing the right to purchase shares of any
additional class ranking prior to the preferred shares in respect of dividends
or distributions of assets on liquidation; and (iii) the Company shall not,
without the consent of the holders of at least three-quarters of the number of
preferred shares at the time outstanding, given in person or by proxy, either
in writing or by vote at an extraordinary general meeting, create or authorize
any class of shares ranking on a parity with the preferred shares in respect
of dividends or distribution of assets on liquidation, or increase the
authorized amount of the preferred shares or of any class of shares ranking on
a parity with the preferred shares in respect of dividends or distribution of
assets on liquidation, or create or authorize any obligation or security
convertible into or evidencing the right to purchase shares of any class
ranking or a parity with the preferred shares in respect of dividends or
distribution of assets on liquidation. Any action specified in this Paragraph
(f) as requiring the consent of the holders of at least a specified proportion
of the number of preferred shares or of any particular series thereof at the
time outstanding or represented at a meeting may be taken with such consent
and with such additional vote or consent, if any, of the shareholders as may
be from time to time required by these Articles, as amended from time to time,
or by law.
(g) Except as otherwise provided herein or by law, the holders of
preferred share shall not be entitled to vote on any manner involving the
Company.
23.2 The common shares in the capital of the Company shall have the following
special rights and restrictions attached thereto:
(a) Subject to the prior and superior rights of the preferred shares
with respect to which any such prior and superior rights are provided in this
Article or by the board of directors as herein authorized, and on the
conditions set forth in the foregoing part of these Articles pertaining to the
preferred shares or in any resolution of the board of directors providing for
the issuance of any particular series of preferred shares and not otherwise,
such dividends (payable in cash, shares or otherwise) as may be determined by
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the board of directors, may be declared and paid on the common shares from
time to time out of any funds legally available therefor.
(b) Each holder of common shares shall be entitled to one vote for each
common share held and except as otherwise provided herein or by law, the
common shares and any preferred shares having voting rights shall vote
together as a class. At each election for directors every shareholder entitled
to vote at such election shall have the right to vote, in person or by proxy,
the number of common shares owned by him for as many persons as there are
directors to be elected and for whose election he has a right to vote. It is
expressly prohibited for any shareholder to cumulate his votes in any election
of directors.
(c) After payment shall be made in full to the holders of preferred
shares in the event of any liquidation, dissolution or winding up of the
affairs of the Company, the remaining assets and funds of the Company shall be
distributed among the holders of the common shares according to their
respective shareholdings.
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