Exhibit 1(2)
ARTICLES OF INCORPORATION
Name of Corporation
MIRABEAU RESOURCES LIMITED
The Classes and any Maximum Number of Shares that the Corporation is Authorized
to Issue
The Corporation is authorized to issue an unlimited number of:
First Preferred Shares, issuable in series, the rights, privileges,
restrictions, and conditions of which are set forth in
Appendix 1 attached hereto and incorporated herein;
Second Preferred Shares, issuable in series, the rights, privileges,
restrictions and conditions of which are set forth in Appendix
2 attached hereto and incorporated herein;
Common Shares, the rights, privileges, restrictions and conditions of
which are set forth in Appendix 3 attached hereto and
incorporated herein.
Restrictions, if any, on Share Transfers
None
Number (or Minimum and Maximum Number of Directors)
Minimum of three, maximum of seven
Restrictions on Business to be Carried On
None
Other provisions, if any:
Without in any way limiting the borrowing powers of the Corporation or
of the directors as set out in the Business Corporations Act
and in the Bylaws (as amended from time to time), the
directors of the Corporation may from time to time:
borrow money upon the credit of the Corporation;
issue, reissue, pledge and/or sell securities, bonds,
debentures, notes or other evidences of indebtedness
of or in guarantee by the Corporation, whether
secured or unsecured;
charge, mortgage, hypothecate, pledge or otherwise create an
interest in or charge upon all or any property of any
nature, present or future (including, without
limitation, the under-taking and rights of the
Corporation (by way
of charge, mortgage, hypothec, pledge or otherwise)
in order to secure any securities, bonds, debentures,
notes or other evidences of indebtedness of or
guarantee by the Corporation, or money borrowed by or
other debtor liabilities of the Corporation;
and nothing herein restricts or limits the borrowing of money
by the Corporation on bills of exchange or promissory notes
made, drawn, accepted or endorsed by or on behalf of the
Corporation.
The Board may from time to time delegate to one or more of the
directors and/or officers of the Corporation as 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 such delegation;
The Corporation is entitled to a lien on shares registered in the
name of the shareholder for a debt owing to the Corporation;
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 1/3 the number of
directors who held office at the expiration of the last annual
meeting of the Corporation.
Date: January 27, 1987
INCORPORATOR'S NAME ADDRESS
Katherine E. Sibold 900, 340 - 12 Avenue S.W.
Calgary, Alberta T2R 1L5
-------------------------
Katherine E. Sibold
APPENDIX I
The First Preferred Shares, as a class, shall carry and be subject to the
following designations, rights, privileges, restrictions and conditions:
RIGHT TO ISSUE IN ONE OR MORE SERIES
The First Preferred Shares may at any time or from time to time be
issued in one (1) or more series, each series to consist of such number
of shares as may before .the issue thereof be determined by the
directors who may determine, from time to time before the issue
thereof, the designation, rights, privileges, restrictions and
conditions attaching to the shares of each such series, the whole
subject to the following provisions and to the issue of Articles of
Amendment setting forth the designation, rights, privileges,
restrictions and conditions attaching to the shares of each series.
RANKING OF FIRST PREFERRED SHARES
The First Preferred Shares of each series shall rank on a parity with
the First Preferred Shares of every other series with respect to
priority in payment of dividends and amounts payable on return of
capital. When any dividends or amounts payable on return of capital are
not paid in full, the First Preferred Shares of all series shall
participate ratably in respect of such dividends which, in the case of
cumulative dividends, shall cover all prior completed periods in
respect of which such dividends are accrued and unpaid plus such
further amounts, if any, in respect of dividends as may be specified in
the provisions attaching to any particular series, and, in the case of
non-cumulative dividends, shall cover all such dividends declared and
unpaid, and on any return of capital in accordance with the sums that
would be payable on such return of capital if all sums so payable were
paid in full including premiums, if any, as have been provided for with
respect to any series.
The First Preferred Shares shall be entitled to preference over the
common shares and the Second Preferred Shares of the Corporation and
over any other shares ranking junior to the First Preferred Shares with
respect to priority in payment of dividends which, in the case of
cumulative dividends, shall cover all prior completed periods in
respect of which such dividends are accrued and unpaid plus such
further amounts, if any, in respect of dividends as may be specified in
the provisions attaching to any particular series and, in the case of
non-cumulative dividends, shall cover all such dividends declared and
unpaid, and with respect to distribution of assets, including premiums,
if any, as have been provided for with respect to any series in the
event of liquidation, dissolution or winding-up of the Corporation,
whether voluntary or involuntary, or any other distribution of the
assets of the Corporation among its shareholders for the purpose of
winding up its affairs and may also be given such other preferences not
inconsistent with paragraphs 1 to 6 hereof over the common shares and
the Second Preferred Shares of the Corporation and over any other
shares ranking junior to the First Preferred Shares. After payment to
the holders of the First Preferred Shares of the amounts payable to
them, they shall not be entitled to share in any further distributions
of the property or assets of the Corporation.
The holders of any series of First Preferred Shares shall not be
entitled to any further or other dividends than those expressly
provided for in the rights, privileges, restrictions and conditions
attached to the First Preferred Shares of such series.
DECLARATION OF DIVIDENDS
The directors may, at any time or from time to time, determine, with
respect to any cash dividend declared payable on the First Preferred
Shares a class or any series thereof, that the holders of the shares of
such class or series, or the holders of shares of such class or series
whose addresses, on the records of the Corporation, are in Canada
and/or in specified jurisdictions outside Canada, shall have the right
to elect to receive such dividends in the form of a stock dividend
payable in shares of the capital stock of the Corporation having a
value, as determined by the directors, that is substantially
equivalent, as of the date determined by the directors, to the cash
amount of such dividend, except that shareholders shall receive cash in
lieu of fractional interests in the shares to which they would
otherwise be entitled unless the directors shall otherwise determine.
VOTING RIGHTS
Except as required by law or as hereinafter specifically provided with
respect to any other series of First Preferred Shares then outstanding,
the holders of the First Preferred Shares shall not be entitled as such
to receive notice of or to attend any meeting of the shareholders of
the Corporation or to vote at any such meeting.
AMENDMENT WITH APPROVAL OF HOLDERS FIRST PREFERRED SHARES
The rights, privileges, restrictions and conditions attaching to the
First Preferred Shares as a class may be changed at any time or from
time to time with such approvals as may be required by law and with the
approval of the holders of the First Preferred Shares as a class, such
approval to be given in the manner provided in paragraph 6 hereof.
APPROVAL OF HOLDERS OF FIRST PREFERRED SHARES
Any consent or approval given by the holders of First Preferred Shares
as a class shall be deemed to have been sufficiently given if passed at
a meeting of holders of First Preferred Shares duly called and held
upon not less than twenty-one (21) days notice at which the holders of
outstanding First Preferred Shares to which are attached forty per cent
(40%) of the votes attached to all outstanding First Preferred Shares
are present (the "quorum") or are represented by proxy and carried by
the affirmative vote of not less than two-thirds (2/3) of the votes
cast at such meeting.
If at any such meeting a quorum is not present or represented by proxy
within one-half hour after the time appointed for such meeting then the
meeting (if called by the Corporation) shall be adjourned to such date
not less than twenty-one days thereafter and to such time and place as
may be designated by the chairman, and not less than ten (10) days'
written notice shall be given of such adjourned meeting. At such
adjourned meeting the holders of the First Preferred Shares present or
represented by proxy may transact the
business for which the meeting was originally convened and a resolution
passed thereat by affirmative vote of not less than two-thirds (2/3) of
the votes cast at such meeting shall constitute the consent or approval
of the holders of First Preferred Shares. On every ballot taken at
every such meeting every holder of First Preferred Shares shall be
entitled to one (1) vote in respect of each one dollar ($1.00)
aggregate stated issue price of First Preferred Shares held by such
holder. Subject to the foregoing, the formalities to be observed in
respect of the giving or waiving of notice of any such meeting and the
conduct thereof shall be those from time to time prescribed in the
by-laws of the Corporation with respect to meetings of shareholders.
If the variation of the rights, privileges, restrictions and conditions
hereinbefore contained affects the rights of the holders of First
Preferred Shares of any series in a manner different from other holders
of First Preferred Shares, then such variation shall, in addition to
being approved by the holders of the First Preferred Shares of such
series so affected, which approval shall be given by resolution passed
by not less than two-thirds (2/3) of the votes cast at the meeting of
the holders of First Preferred Shares of such series, and the
provisions of this paragraph 6 shall apply, mutatis mutandis, with
respect to the holding of such meeting and in particular in respect of
the quorum required.
APPENDIX 2
The Second Preferred Shares, as a class, shall carry and be subject to the
following designations, rights, privileges, restrictions and conditions:
RIGHT TO ISSUE IN ONE OR MORE SERIES
The Second Preferred Shares may at any time or from time to time be
issued in one (1) or more series, each series to consist of such number
of shares as may before the issue thereof be determined by the
directors who may determine, from time to time before the issue
thereof, the designation, rights, privileges, restrictions and
conditions attaching to the shares of each such series, the whole
subject to the following provisions and to the issue of Articles of
Amendment setting forth the designation, rights, privileges,
restrictions and conditions attaching to the shares of each series.
RANKING OF SECOND PREFERRED SHARES
The Second Preferred Shares of each series shall rank on a parity with
the Second Preferred Shares of every other series with respect to
priority in payment of dividends and amounts payable on return of
capital. When any dividends or amounts payable on return of capital are
not paid in full, the Second Preferred Shares of all series shall
participate ratably in respect of such dividends which, in the case of
cumulative dividends, shall cover all prior completed periods in
respect of which such dividends are accrued and unpaid plus such
further amounts, if any, in respect of dividends as may be specified in
the provisions attaching to any particular series, and, in the case of
non-cumulative dividends, shall cover all such dividends declared and
unpaid, and on any return of capital in accordance with the sums that
would be payable on such return of capital if all sums so payable were
paid in full including premiums, if any, as have been provided for with
respect to any series.
The Second Preferred Shares shall be entitled to preference over the
common shares of the Corporation and over any other shares ranking
junior to the Second Preferred Shares, but shall rank junior to the
First Preferred Shares of the Corporation, with respect to priority in
payment of dividends which, in the case of cumulative dividends, shall
cover all prior completed periods in respect of which such dividends
are accrued and unpaid plus such further amounts, if any, in respect of
dividends as may be specified In the provisions attaching to any
particular series and, in the case of non-cumulative dividends, shall
cover all such dividends declared and unpaid, and with respect to
distribution of assets, including premiums, if any, as have been
provided for with respect to any series in the event of liquidation,
dissolution or winding-up of the Corporation, whether voluntary or
involuntary, or any other distribution of the assets of the Corporation
among its shareholders for the purpose of winding up its affairs and
may also be given such other preferences not inconsistent with
paragraphs 1 to 6 hereof over the common shares of the Corporation and
over any other shares ranking junior to the Second Preferred Shares.
After payment to the holders of the Second Preferred Shares of the
amounts payable to
them, they shall not be entitled to share in any further distributions
of the property or assets of the Corporation.
The holders of any series of Second Preferred Shares shall not be
entitled to any further or other dividends than those expressly
provided for in the rights, privileges, restrictions and conditions
attached to the Second Preferred Shares of such series.
DECLARATION OF DIVIDENDS
The directors may, at any time or from time to time, determine, with
respect to any cash dividend declared payable on the Second Preferred
Shares a class or any series thereof, that the holders of the shares of
such class or series, or the holders of shares of such class or series
whose addresses, on the records of the Corporation, are in Canada
and/or in specified jurisdictions outside Canada, shall have the right
to elect to receive such dividends in the form of a stock dividend
payable in shares of the capital stock of the Corporation having a
value, as determined by the directors, that is substantially
equivalent, as of the date determined by the directors, to the cash
amount of such dividend, except that shareholders shall receive cash in
lieu of fractional interests in the shares to which they would
otherwise be entitled unless the directors shall otherwise determine.
VOTING RIGHTS
Except as required by law or as hereinafter specifically provided with
respect to any other series of Second Preferred Shares then
outstanding, the holders of the Second Preferred Shares shall not be
entitled as such to receive notice of or to attend any meeting of the
shareholders of the Corporation or to vote at any such meeting.
AMENDMENT WITH APPROVAL OF HOLDERS SECOND PREFERRED SHARES
The rights, privileges, restrictions and conditions attaching to the
Second Preferred Shares as a class may be changed at any time or from
time to time with such approvals as may be required by law and with the
approval of the holders of the Second Preferred Shares as a class, such
approval to be given in the manner provided in paragraph 6 hereof.
APPROVAL OF HOLDERS OF SECOND PREFERRED SHARES
Any consent or approval given by the holders of Second Preferred Shares
as a class shall be deemed to have been sufficiently given if passed at
a meeting of holders of Second Preferred Shares duly called and held
upon not less than twenty-one (21) days notice at which the holders of
outstanding Second Preferred Shares to which are attached forty per
cent (40%) of the votes attached to all outstanding Second Preferred
Shares are present (the "quorum") or are represented by proxy and
carried by the affirmative vote of not less than two-thirds (2/3) of
the votes cast at such meeting.
If at any such meeting a quorum is not present or represented by proxy
within one-half hour after the time appointed for such meeting then the
meeting (if called by the Corporation) shall be adjourned to such date
not less than twenty-one days thereafter and
to such time and place as may be designated by the chairman, and not
less than ten (10) days written notice shall be given of such adjourned
meeting. At such adjourned meeting the holders of the Second Preferred
Shares present or represented by proxy may transact the business for
which the meeting was originally convened and a resolution passed
thereat by affirmative vote of not less than two-thirds (2/3) of the
votes cast at such meeting shall constitute the consent or approval of
the holders of Second Preferred Shares. On every ballot taken at every
such meeting every holder of Second Preferred Shares shall be entitled
to one (1) vote In respect of each one dollar ($1.00) aggregate stated
issue price of Second Preferred Shares held by such holder. Subject to
the foregoing, the formalities to be observed in respect of the giving
or waiving of notice of any such meeting and the conduct thereof shall
be those from time to time prescribed in the by-laws of the Corporation
with respect to meetings of shareholders.
If the variation of the rights, privileges, restrictions and conditions
hereinbefore contained affects the rights of the holders of Second
Preferred Shares of any series in a manner different from other holders
of Second Preferred Shares, then such variation shall, in addition to
being approved by the holders of the Second Preferred Shares of such
series so affected, which approval shall be given by resolution passed
by not less than two-thirds (2/3) of the votes cast at the meeting of
the holders of Second Preferred Shares of such series, and the
provisions of this paragraph 6 shall apply, mutatis mutandis, with
respect to the holding of such meeting and in particular in respect of
the quorum required.
APPENDIX 3
The common shares of the Corporation have attached thereto the
following:
the right to one vote per share held on a ballot at any meeting of the
shareholders of the Corporation except meetings at which only holders
of a specified class or series of a class of shares are entitled to
vote;
the right to receive dividends as and when declared by the Corporation on
the common shares as a class, subject to prior satisfaction of all
preferential rights to dividends attached to all shares of other
classes of shares of the Corporation ranking in priority to the common
shares in respect of dividends; and
the right to receive the remaining property of the Corporation on
dissolution, subject to prior satisfaction of all preferential rights
to return to capital on dissolution attached to all shares of other
classes of shares of the Corporation ranking in priority to the common
shares in respect of return of capital on dissolution.