Published on
EXHIBIT
1.1
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[LOGO]
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Consumer
and
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Commercial
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Relations
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Ontario Corporation
Number
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396323
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CERTIFICATE
OF
INCORPORATION
This is
to certify that
BONANZA
RED LAKE EXPLORATIONS INC.
was
Incorporated under the Business Corporations
Act on
September 22, 1978.
ARTICLES
OF INCORPORATION
1. THE
NAME OF THE CORPORATION IS BONANZA RED LAKE
EXPLORATIONS INC.
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2.
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THE
HEAD OFFICE IS AT THE
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Municipality
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(status
of
municipality)
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OF
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Metropolitan
Toronto
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IN THE
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Province
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(name
of municipality)
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(county
or district)
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OF
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Ontario
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(name
of county or
district)
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3. THE
ADDRESS OF THE HEAD OFFICE IS
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Suite
1222, 390 Bay Street,
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(street
& number or r.r. number & if multi-office bldg. give room
no.)
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Toronto,
Ontario M5H 2Y2
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(name
of municipality or post
office)
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4. THE NUMBER OF DIRECTORS
IS Five
5. THE
FIRST DIRECTOR(S) ARE
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name in full, including
all given names
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residence address, giving street& no.
or r.r. no. & municipality or post office
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Hazel
June Roach
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Apartment
605,
1900
Sheppard Avenue East,
Willowdale,
Ontario
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Rebecca
Wilson
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447
Church Street,
Toronto,
Ontario
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Linda
Jean Johnson
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Hillcrest
Apartments,
R.R.
#1,
Oshawa,
Ontario
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Kathleen
Elaine Bancroft
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Apartment
504,
7
Helene Street North,
Port
Credit, Ontario
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Marlene
Ann Sears
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Apartment
212,
20
Aurora Court,
Agincourt,
Ontario
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6. THE
OBJECTS FOR WHICH THE CORPORATION IS INCORPORATED ARE
I. (a) To
carry on in all its branches the business of mining, milling, reduction and
development;
(b) To acquire,
own, lease, prospect for, open, explore, develop, work, improve, maintain and
manage mines and mineral lands and deposits and to dig for, raise, crush, wash,
smelt, assay, analyze, reduce, amalgamate, refine, pipe, convey and otherwise
treat ores, metals and minerals of all kinds and to render the same merchantable
and to sell or otherwise dispose of the same or any part thereof or interest
therein;
(c) To take,
acquire and hold as consideration for ores, metals or minerals sold or otherwise
disposed of, or for goods supplied or for work done by contract or otherwise,
shares, debentures or other securities of or in any other company having objects
similar in whole or in part to those of the Corporation and to sell or otherwise
dispose of the same;
(d) To acquire
by staking, leasing, purchase or otherwise claims, leases and properties of
whatsoever nature and kind, and when no longer required to dispose of the
same;
II.
(a) To
purchase, lease, take in exchange or otherwise acquire lands or interests
therein, together with any buildings or structures that may be on the said lands
or any of them, and to sell, lease, exchange, mortgage or otherwise dispose of
the whole or any portion of the lanes and all or any of the buildings or
structures that are now or hereafter may be erected thereon, and to take such
security therefor as may be deemed necessary or desirable;
(b) To erect
buildings and to deal in building material;
(c) To take or
hold mortgages for any unpaid balance of the purchase money on any of the lands,
buildings or structures so sold, and to sell, mortgage or otherwise dispose of
the said mortgages;
(d) To improve,
alter and manage the said lands and buildings;
(e) To
guarantee with or without security and otherwise assist in the performance of
contracts or mortgages of persons, firms or corporations with whom or which the
Corporation may have dealings, and to assume and take over such contracts or
mortgages on default; and
(f) To
prepare building sites and to construct, reconstruct, alter, improve, decorate,
furnish and maintain offices, flats, houses, factories, warehouses and lands,
and to consolidate, connect or subdivide properties;
III. (a) To
purchase, lease, construct or otherwise acquire, hold, enjoy, manage, improve
and assist in improving lands, water lots, wharves, docks, dock-yards, slips,
warehouses, sheds, elevators, offices, hotels, dwellings, restaurants, parks,
buildings of every description and amusement resorts and appliances and to sell,
mortgage or otherwise dispose of the same;
(b) To acquire
land for building purposes and to layout building lots, and to clear and improve
the same in any manner, and to construct roads and ways of every description,
and to purchase, lease, construct or otherwise acquire, hold and enjoy, and to
manage, on properties owned or controlled by the Corporation, facilities for
water supply or for the furnishings of electricity, power, light, heat, drainage
or sewerage;
(c) To build,
purchase, hire or otherwise acquire, charter, own, control and operate steam and
other vessels for the carriage of passengers and freight on lakes, rivers or
other navigable waters;
(d) To carry on
the business of warehousemen and wharfingers, forwarders and agents and to
charge tolls, dues and other rental or royalty for the use of any of the
above-mentioned properties or facilities;
(e) To enter
into agreements with owners of any of the fore- going properties or
facilities.
IV. (a) To
buy, purchase, lease, erect, construct, build or otherwise acquire, own,
operate~ manage and let out on lease or otherwise apartments, hotels, flats,
rooming-houses, boarding houses, industrial buildings and housing accommodation
of any nature whatsoever; and
(b) To carryon
business as restauranteurs, launderers, hotel keepers, rooming-house operators,
garagemen and warehousemen, and to provide reading rooms, recreation facilities
and any other convenience, services and accommodation considered necessary,
desirable or expedient for the purposes thereof.
V. To
acquire, own and carry on the business of a wholesale and retail dealer in and
purchaser, manufacturer and vendor of all kinds and classes of goods, wares and
merchandise;
VI. (a) To
carry on the business of storing, prospecting for, mining, purchasing, refining,
manufacturing, piping on lands owned or controlled by the Corporation,
transporting, buying and selling or otherwise dealing in oils, grease, petroleum
and other oil products of every kind and description and natural
gas;
(b) To erect,
maintain and operate gasoline and oil stations;
(c) To purchase
or otherwise acquire and to sell and dispose of and deal with oil, gas and other
mineral claims, lands and rights, mines and mining rights and property supposed
to contain oil, gas and other minerals of all kinds and undertakings connected
therewith and to work, exercise, developed and turn to account all such claims,
properties, mines and mining rights and any undertakings connected
therewith;
(d) To construct, manufacture, acquire and maintain works for holding,
receiving, treating, refining and preparing for market and transporting any such
products, goods and merchandise and all other buildings and works, fitting,
machinery, apparatus and appliances convenient or necessary for the objects of
the Corporation;
VII. To
enter into agreements with owners of any of the foregoing properties or
facilities
VIII. To
carry on the business of financial agents;
IX. (a)
l. To acquire and hold or sell
shares, stocks, debentures, debenture stocks, bonds, notes, obligations and
securities issued or guaranteed by any corporation wheresoever constituted or
carrying on business, and debentures, debenture stock, bonds, obligations and
securities issued or guaranteed by any government, foreign ruler, commissioners,
public body or authority, supreme, municipal, local or otherwise, whether at
home or abroad; and
2. To
purchase or otherwise acquire, sell, exchange, operate, deal in and turn to
account property and rights of all kinds and, in particular, lands, buildings,
mines, mining rights, concessions, covenants, licenses, monopolies, stations,
farms, public works, tools, business concerns and undertakings, mortgages,
charges, annuities, options, produce, book debts and claims and any interest in
real or personal property and any claims against such property or against any
business or corporation, and to carry on any business concern or undertaking so
acquired;
(b) To
acquire any such shares, stocks, debentures, debenture stock, bonds, notes,
obligations or securities by original subscription, tender, purchase, exchange
or otherwise, to subscribe for the same, either conditionally or otherwise, to
guarantee the subscription thereof, and to exercise and enforce all rights and
powers conferred by or incidental to the ownership thereof;
(c) To
facilitate and encourage the creation, issue or con- version of shares,
stocks, debentures, debenture stock, bonds, notes, obligations and securities,
and to take part in the conversion of business concerns and undertakings into
corporations; and
(d) To
aid in any manner any corporation any of whose shares, bonds, debentures or
other obligations are held or are in any manner guaranteed by the Corporation,
and to do any act or thing for the preservation and protection, improvement or
enhancement of the value of any such shares, bonds, debentures, or other
obligations;
X. To
buy, sell, lease, equip. repair, service and otherwise deal in and with motor
vehicles, automotive equipment, tractors and agricultural equipment and parts,
accessories, supplies, fuels and lubricants therefor; and
XI. In
connection with the business aforesaid and to buy, sell and deal in goods, wares
and merchandise of every kind and description.
7. THE AUTHORIZED CAPITAL
IS 3,000,000 common shares without par value and 500,000 special
shares with a par value of 1/10¢ per share provided that the said 3,000,000
common shares without par value shall not be issued for a consideration
exceeding in amount or value the sum of Three Million Dollars ($3,000,000) or
such greater amount as the board of directors of the Corporation by effective
resolution determines.
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8.
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THE
DESIGNATIONS, PREFERENCES. RIGHTS, CONDITIONS, RESTRICTIONS, LIMITATIONS
OR PROHIBITIONS ATTACHING TO THE SPECIAL SHARES, IF ANY,
ARE
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(a) The
special shares with a par value of one-tenth of one cent (1/10¢) each shall be
designated as redeemable, voting, non-participating shares with a par value of
one-tenth of one cent (1/10¢) each (hereinafter called the "Preference
Shares")
(b) No
dividends at any time shall be declared, set aside or paid on the Preference
Shares.
(c) In
the event of the liquidation, dissolution or winding-up of the Corporation or
other distribution of assets or property of the Corporation among shareholders
for the purpose of winding up its affairs, the holders of the Preference Shares
shall be entitled to receive from the assets and property of the Corporation a
sum equivalent to the aggregate par value of the Preference Shares held by them
respectively before any amount shall be paid or any property or assets of the
Corporation distributed to the holders of any common shares or shares of any
other class ranking junior to the Preference Shares. After payment to the
holders of the Preference Shares of the amount so payable to them as above
provided, they shall not be entitled to share in any further distribution of the
assets or property of the Corporation.
(d) The
Preference Shares shall be issued only for cash and may, if authorized by the
directors of the Corporation, be accompanied by Warrants to purchase common
shares in the capital of the Corporation on the basis of one Warrant for each
Preference Share.
(e) In
the event that Warrants to purchase common shares in the capital of the
Corporation which accompanied Preference Shares are exercised, the Preference
Shares which such Warrants accompanied shall be redeemed in accordance with the
provisions of clause (h) hereof.
(f) The
Preference Shares shall be redeemable in accordance with the provisions set
forth in clause (g) hereof, upon notice by the Corporation, as provided in
clause (h) hereof, on payment for each share to be redeemed of the par value
thereof.
(g) Subject
to the provisions of clause (e) hereof, the Corporation may not redeem the
Preference Shares or any of them prior to the expiration of five years from the
respective dates of issuance thereof without the prior consent of the holders of
the Preference Shares to be redeemed. The Corporation shall redeem all the then
outstanding Preference Shares five years from the respective dates of issue of
the Preference Shares.
(h) In
the case of redemption of Preference Shares, the Corporation shall, at least
thirty (30) days before the date specified for redemption, mail to each person
who at the date of mailing is a registered holder of Preference Shares to be
redeemed a notice in writing of the intention of the Corporation to redeem such
Preference Shares. Such notice shall be mailed by letter, postage prepaid,
addressed to each such shareholder at his address as it appears on the records
of the Corporation or, in the event of the address of any such shareholder not
so appearing, then to the last known address of such shareholder; provided,
however, that accidental failure to give any such notice to one or more of such
shareholders shall not affect the validity of such redemption. Such notice shall
set out the redemption price and the date on which redemption is to take place
and if part only of the shares held by the person to whom it is addressed is to
be redeemed the number thereof so to be redeemed. On or after the date so
specified for redemption, the Corporation shall pay or cause to be paid to or to
the order of the registered holders of the Preference Shares to be redeemed the
redemption price thereof on presentation and surrender at the head office of the
Corporation, or any other place designated in such notice, of the certificates
representing the Preference Shares called for redemption. If a part only of the
shares represented by any certificate be redeemed, a new certificate for the
balance shall be issued at the expense of the Corporation. From and after the
date specified for redemption in any such notice the holders thereof shall not
be entitled to exercise any of the rights of shareholders in respect thereof
unless payment of the redemption price shall not be made upon presentation of
certificates in accordance with the foregoing provisions, in which case the
rights of the shareholders shall remain unaffected. The Corporation shall have
the right at any time after the mailing of notice of its intention to redeem any
Preference Shares to deposit the redemption price of the shares so called for
redemption or of such of the said shares represented by certificates as have not
at the date of such deposit been surrendered by the holders thereof in
connection with such redemption to a special account in any chartered bank or
any trust company in Canada, named in such notice, to be paid without interest
to or to the order of the respective holders of such Preference Shares called
for redemption upon presentation and surrender to such bank or trust company of
the certificates representing these, and upon such deposit being made or upon
the date specified for redemption in such notice, whichever is the later, the
Preference Shares in respect whereof such deposit shall have been mace shall be
redeemed and the rights of the holders thereof after such deposit or such
redemption date, as the case may be, shall be limited to receiving without
interest their proportionate part of the total redemption price so deposited
against presentation and surrender of the said certificates held by them
respectively.
(i) The
Corporation may at any time or times purchase for cancellation all or any part
of the Preference Shares outstanding from time to time from the holders thereof,
at a price not exceeding the par value thereof, with the consent of the holders
thereof.
(j) The
holders of the Preference Shares shall be entitled to receive notice of and
attend all meetings of shareholders of the Corporation and shall have one (l)
vote for each Preference Share held at all meetings of the shareholders of the
Corporation.
(k) The
number of Preference Shares issuable by the corporation at any time shall be
limited such that at no time shall more than five hundred thousand (500,000)
Preference Shares be issued and outstanding.
9.
THE RESTRICTIONS, IF ANY, ON THE ALLOTMENT, ISSUE OR TRANSFER OF SHARES
ARE
None,
save that the preference shares are not transferable except with the consent of
the Ontario Securities Commission.
9A. THE
SPECIAL PROVISIONS, IF ANY. ARE
(a) Subject
to the provisions of The Business Corporations Act, the Corporation may purchase
any of its issued common shares.
(b) The
Corporation may pay a commission to any person in consideration of their
subscribing or agreeing to subscribe, whether absolutely or conditionally, for
any shares of the Corporation or procuring or agreeing to procure subscriptions,
whether absolute or conditional, but no such commission shall exceed twenty-five
per cent (25%) of the amount of the subscription.
10. THE SHARES, IF ANY, TO BE TAKEN BY
THE INCORPORATORS ARE\
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incorporators full names, including all
given names
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number of
shares
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class designation
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amount to
be paid $
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Hazel
June Roach
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One
(l)
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Common
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$ | 0.50 | ||||
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Rebecca
Wilson
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One
(l)
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Common
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$ | 0.50 | ||||
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Linda
Jean Johnson
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One
(l)
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Common
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$ | 0.50 | ||||
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Kathleen
Elaine Bancroft
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One
(l)
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Common
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$ | 0.50 | ||||
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Marlene
Ann Sears
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One
(l)
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Common
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$ | 0.50 | ||||
11. THE
NAMES AND RESIDENCE ADDRESSES OF THE INCORPORATORS ARE
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name in full, including
all given names
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residence address, giving street&
no.
or r.r. no. & municipality or post
office
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Hazel
June Roach
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Apartment
605,
1900
Sheppard Avenue East,
Willowdale,
Ontario
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Rebecca
Wilson
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447
Church Street,
Toronto,
Ontario
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Linda
Jean Johnson
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Hillcrest
Apartments,
R.R.
#1,
Oshawa,
Ontario
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Kathleen
Elaine Bancroft
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Apartment
504,
7
Helene Street North,
Port
Credit, Ontario
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Marlene
Ann Sears
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Apartment
212,
20
Aurora Court,
Agincourt,
Ontario
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THESE
ARTICLES ARE EXECUTED IN DUPLICATE FOR DELIVERY TO THE MINISTER
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Signatures
of incorporators
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/s/
Hazel June Roach
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/s/
Linda Johnson
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/s/
Marlene Sears
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/s/
Rebecca Wilson
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/s/
Kathy Bancroft
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AFFIDAVIT
OF VERIFICATION
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PROVINCE
OF ONTARIO
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in the matter of the business
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corporations act and the
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JUDICIAL
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articles of incorporation of
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DISTRICT
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OF
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YORK
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TO
WIT:
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BONANZA RED LAKE
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EXPLORATIONS INC.
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(name
of corporation)
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I,
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KATHLEEN
ELAINE BANCROFT
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OF
THE
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City
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(full
name of deponent)
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(status
of municipality)
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OF
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Mississauga
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IN
THE
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Regional Municipality
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(name
of municipality)
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(county
or district)
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OF
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Peel
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IN
THE
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Province
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(name
of county or district)
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(province
or state)
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OF
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Ontario
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,
MAKE OATH AND SAY THAT:
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(name
of province or state)
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1.
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I
AM
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one
of the incorporators
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OF
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BONANZA
RED LAKE EXPLORATIONS INC.
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AND
HAVE PERSONAL KNOWLEDGE OF THE MATTERS HEREIN DEPOSED
TO.
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2.
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EACH
OF THE INCORPORATORS WHO IS A NATURAL PERSON SIGNING THE ACCOMPANYING
ARTICLES OF INCORPORATION IN DUPLICATE AND EACH OF THE FIRST DIRECTORS
NAMED THEREIN IS OF EIGHTEEN OR MORE YEARS OF AGE.
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3.
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THE
SIGNATURES OF THE INCORPORATORS AFFIXED TO THE ARTICLES ARE THEIR TRUE
SIGNATURES.
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SWORN
BEFORE ME AT THE
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City
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OF
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Toronto
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IN
THE
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Municipality
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/s/
Kathy Bancroft
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OF
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Metropolitan
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THIS | 21ST |
DAY
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(signature
of deponent)
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Toronto
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KATHLEEN
ELAINE BANCROFT
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OF
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September
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1978
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