CORPORATE CHANGES - Law Society of Saskatchewanredengine.lawsociety.sk.ca/.../CPLED200405CorporateChanges.pdf · Class of Shares, with the Authority ... Corporate Commercial - Corporate

CORPORATE CHANGES

Douglas L. Osborn Kim Bodnarchuk

MacPherson Leslie & Tyerman LLP 1500, 410 - 22nd Street East Saskatoon, SK S7K 5T6

Revised May 2004 Not to be used or reproduced without permission - Saskatchewan Legal Education Society Inc.

Saskatchewan: Bar Admission Program Corporate Commercial - Corporate Changes

ACKNOWLEDGMENT

This paper is an update and expansion of papers previously prepared by Robert Pletch, Q.C., Danny Anderson and Kurt Wintermute,

of MacPherson Leslie & Tyerman LLP, for the purposes of the Bar Admission Course.


Saskatchewan: Bar Admission Program i Corporate Commercial - Corporate Changes

TABLE OF CONTENTS

I. INTRODUCTORY REMARKS..........................................................................................1 II. EFFECTING CHANGES TO CORPORATE CHARACTERISTICS, GENERALLY......2 III. CONTINUANCES ..............................................................................................................8 IV. AMALGAMATIONS........................................................................................................12 V. SALE OF ALL OR SUBSTANTIALLY ALL OF A CORPORATION'S PROPERTY ..16 VI. STRIKING CORPORATE NAME OFF THE REGISTER AND RESTORATION........20 VII. DISSOLUTIONS...............................................................................................................22 VIII. REVIVAL..........................................................................................................................24 PRECEDENTS: GENERAL CHANGES TO CORPORATE CHARACTERISTICS: Notice of Special Meeting of Shareholders .................................................................................P-1 Management Proxy Circular ........................................................................................................P-3 Form of Proxy ..............................................................................................................................P-9 Special Resolution of Shareholders to Amend Articles to Change Corporate Name................P-11 Resolution of the Directors to Amend Articles to Change Corporate Name from Numbered Company to Other Name (Section 167(3)) ..............................................................P-13 Special Resolution of Shareholders Amending Articles - General Wording ............................P-15 Special Resolution of Shareholders Amending Articles to Create an Additional Class of Shares, with the Authority Given to the Directors of the Corporation to Revoke the Resolution Before it is Acted Upon (Section 167(2)) ............................................P-17 Special Resolution of Shareholders Amending Articles to Change Number of Directors from Fixed Number to Maximum/Minimum Number...............................................P-19


ii Saskatchewan: Bar Admission Program Corporate Commercial - Corporate Changes

CONTINUANCES: Documentation respecting Export of Corporation out of Saskatchewan: Waiver of Dissent Right by Shareholders of Corporation.........................................................P-21 Special Resolution of Shareholders Approving Continuance of Corporation Out of Saskatchewan..................................................................................................................P-23 AMALGAMATIONS: Documentation Respecting Long Form Amalgamation Pursuant to Section 176: Special Resolution of Shareholders Approving Amalgamation ................................................P-25 Long Form Amalgamation Agreement ......................................................................................P-27 Documentation Respecting Short Form Amalgamation Pursuant to Section 178: Resolution of Directors Approving Vertical Amalgamation.....................................................P-35 Statutory Declaration Pursuant to Section 179(2): Statutory Declaration of a Director of One of the Amalgamating Corporations.......................P-39 Statutory Declaration of a Director of Both of the Amalgamating Corporations......................P-41 DISSOLUTIONS: Documentation Respecting Dissolution Pursuant to Sections 203(2): Special Resolution of Shareholders to Dissolve Corporation Under Section 203(2) ................P-43 Documentation Respecting Dissolution Pursuant to Section 203(2.1): Special Resolution of Shareholders to Dissolve ........................................................................P-45 Declaration Respecting the Distribution of Property and Discharge of Liabilities ...................P-47 Documentation Respecting Long Form Dissolution Pursuant to Section 204: Special Resolution of Shareholders to Dissolve Corporation....................................................P-49


Saskatchewan: Bar Admission Program 1 Corporate Commercial - Corporate Changes

I. INTRODUCTORY REMARKS

This paper provides an overview of the statutory framework and some practical considerations

regarding certain "corporate changes", namely:

(a) general changes to the corporate characteristics of an existing Saskatchewan business corporation;

(b) continuances, consisting of the import and export of a corporation;

(c) amalgamations, both long form and short form;

(d) sales of all or substantially all the property of a corporation;

(e) striking the name of a corporation off the register of corporations in Saskatchewan and restoring a corporation to the register;

(f) dissolving a Saskatchewan business corporation; and

(g) reviving of a previously dissolved Saskatchewan business corporation.

"Corporate change" is a very broad term that may be used to describe almost any type of

alteration to the corporate form, structure, direction or operation. However, there are generally

considered to be two types of corporate changes, those that occur in the ordinary course of

business and those that are "fundamental". Fundamental changes concern the nature of the

corporation itself, or the rights and obligations of the parties who are shareholders of the

corporation. Of primary concern to shareholders are those fundamental changes that might

affect the profitability of the corporation and consequently might have an impact the

shareholder's investment. The Business Corporations Act of Saskatchewan (the "Act")

acknowledges that any such fundamental change should require the special attention of the directors

and shareholders of the corporation. The provisions of the Act outline procedures to be followed and

requirements to be met before a fundamental change will be considered valid. Even though a

sufficient majority or supermajority of the shareholders may support a fundamental change, in

certain situations the Act provides protection to a shareholder who disagrees with the majority by

vesting special rights in the dissenting shareholder.


2 Saskatchewan: Bar Admission Program Corporate Commercial - Corporate Changes

As a fundamental change by a corporation requires compliance with numerous procedural rules,

a solicitor should be involved early on in the process. Management of a corporation may have

invested considerable time and effort in making these important business decisions, and the

solicitor involved will often be under some pressure to ensure that the change is accomplished

promptly and without any doubt as to its legal validity. Accordingly, this is an area that requires

a special degree of close attention to detail on the part of the solicitor.

II. EFFECTING CHANGES TO CORPORATE CHARACTERISTICS,

GENERALLY

The most common type of change to the characteristics of a corporation is a change to its

Articles. Generally, such changes are dealt with pursuant to sections 167 and 170 of the Act and

include changes to the following:

(a) corporate name,

(b) restrictions on the business or powers of the corporation,

(c) share capital features or share structure,

(d) restrictions on the issue or transferability of shares of the corporation, and

(e) number of directors of the corporation.

Section 167 outlines the types of amendments to the Articles of the corporation that, as a general

rule, require a "special resolution" of the shareholders. A special resolution is defined in the Act

as requiring the approval of two-thirds of the shareholders represented in person or by proxy at a

special meeting of the shareholders called for such purpose.

Section 129(1) of the Act requires that for any meeting of shareholders, notice of the time and

place of the meeting must be sent not less than twenty-one days nor more than fifty days before



the meeting, not only to all shareholders entitled to vote at the meeting, but also to each director and to

the auditor of the corporation (unless the shareholders have dispensed with the appointment of an

auditor pursuant to section 157). Section 129(5) states that all business transacted at a special meeting

and all business transacted at an annual meeting other than consideration of financial statements,

auditors report, election of directors and reappointment of the incumbent auditor, is deemed to be

special business. Section 129(6) provides that where special business is to be transacted at a

shareholders' meeting, the notice of the meeting shall state the nature of that business in sufficient

detail to permit the shareholders to form a reasoned judgment thereon and shall include the actual text

of any special resolution to be submitted to the meeting. Accordingly, where special business such as

is involved in effecting an amendment to the Articles of a corporation is on the agenda, there must be

included with the notice of special meeting the text of the actual special resolution as it is proposed to

be voted upon by the shareholders.

In addition to the notice requirements for a special meeting of shareholders, regard must also be

had to the provisions of sections 143 and 144. Section 143 provides that where a corporation has

fifteen or more shareholders, management of the corporation shall, concurrently with giving

notice of a meeting of shareholders, send a form of proxy to each shareholder who is entitled to

receive notice of the meeting. Section 12 of The Business Corporations Regulations (the

"Regulations") enacted pursuant to the Act, requires the form of proxy to be in accordance with

section 140 of The Securities Regulations (the "Securities Regulations") enacted pursuant to the

Securities Act, 1988 of Saskatchewan. Strict compliance with the prescribed form of proxy is

essential to its validity.

Section 144(1) of the Act states that in the case of solicitation by or on behalf of management of

a corporation, a "management proxy circular" in prescribed form must be sent to the directors, to

the auditor and to each shareholder whose proxy is solicited, either as an appendix to or as a

separate document accompanying the notice of the meeting. It should be noted that any "person"

may solicit proxies. A "person" is defined in the Act to include any individual, partnership,



association, body corporate, trustee, executor, administrator or legal representative. However,

the requirements imposed by section 144(1) also apply to any solicitation other than by or on

behalf of management, and such a "dissident's proxy circular" in the prescribed form must be

sent to the directors, to the auditor and to each shareholder whose proxy is solicited. Section 12

of the Regulations states that the form to be used for either a management proxy circular or a

dissident's proxy circular is to be in accordance with section 129 of the Securities Regulations

and Form 28 thereof. Further, the requirement of a proxy circular prevails whether or not the

corporation has fifteen or more shareholders, and is activated solely by the fact of the solicitation

of proxies.

Section 144(2) states that a person required to send a management proxy circular or dissident's

proxy circular shall send concurrently a copy of the circular to the Director of the Saskatchewan

Corporations Branch in Regina (the "Branch Director"), together with a copy of the notice

of meeting, form of proxy and any other documents for use in connection with the meeting.

Section 14 of Regulations also provides that where a management proxy circular is sent to the

Branch Director, it must be accompanied by a statement signed by a director or officer of the

corporation indicating that a copy of the circular has been sent to each director, each shareholder

entitled to notice of the meeting to which the circular relates and to the auditor of the

corporation, if applicable. It should also be noted that section 144(2.1) of the Act lists two

exceptions to the obligation to send proxy documents to the Branch Director.

With respect to content of a management proxy circular circulated in connection with a special

meeting, it has been held that a management proxy circular must contain "sufficient information

to permit the shareholder to come to an intelligent conclusion whether [the shareholder] should

vote in favour of the proposal to be put to the meeting or against it." Although a management

proxy circular may contain a recommendation, the shareholders must be apprised of the reason

the recommendation is being made. (Smith v. First Merchant Equities (1988), 68 Sask. R. 161

(Q.B.).)



Failure to comply with any of the foregoing matters relating to the formalities of convening

special shareholders meetings can render the transaction of business at the meeting a nullity.

Certain changes to the Articles of a corporation dealt with in section 167 also give rise to the

dissent right under section 184 of the Act. The dissent right allows a shareholder who disagrees

with certain enumerated changes otherwise approved by a sufficient majority of shareholders, to

be paid a fair value for his or her shares. Section 184 sets out the procedure to be followed by a

dissenting shareholder to exercise this right. If the corporation and the dissenting shareholder

cannot agree on the fair value of the dissenter's shares, the court will fix the amount to be paid by

the corporation. Accordingly, special care and attention must be devoted by management when

considering changes to the corporation which bring about the dissent right and by solicitors

when drafting the documentation to effect the change.

Section 184(1) of the Act states that a dissent right exists if the corporation resolves, among other

things, to amend its Articles under section 167 to add, change or remove any provisions

restricting or constraining the issue, transfer or ownership of shares of a class of shares held by

the dissenter, or if the corporation resolves to amend its Articles to add, change or remove any

restriction on the business or businesses that the corporation may carry on or the powers the

corporation may exercise.

There is always a risk that the proposed amendment to the Articles to which section 184(1) applies

may give rise to a significant number of dissenters and cost the corporation a considerable amount of

money. If management of the corporation suspects that such might be the case, it may be prudent to

include in the special resolution the authority of the directors to revoke the resolution before it is

acted upon (but after it has been approved), without further approval of the shareholders, pursuant to

the provisions of section 167(2) of the Act.



Section 167 is subject by its terms to the provisions of section 170, which creates special voting rights

in favour of shareholders of particular classes or series of shares, in circumstances where the

corporation proposes to amend its Articles. Section 170 provides that in such circumstances the

holders of a class of shares are entitled to vote separately as a class upon the proposal to amend the

Articles. The holders of a series of shares of a class are also entitled to vote separately if such series is

affected by the amendment in a different manner from other shares of the same class. It should also be

noted that by the terms of section 170(3), the right to vote separately as a class or series applies

whether or not a class or series otherwise carries the right to vote. Section 170(4) further provides that

a proposed amendment to the Articles that is subject to section 170 is adopted when the holders of the

shares of each class or series entitled to vote separately thereon as a class or series have approved the

amendment by special resolution (i.e., two-thirds of the shareholders of each class or series present in

person or represented by proxy at the meeting called for that purpose).

The general rule that changes to the Articles of a corporation may only be affected by special

resolution of the shareholders is subject to at least two exceptions, as follows:

(a) Section 167(3) provides that the directors may amend the Articles of a corporation,

without the approval of shareholders, to change the name of a numbered company to a name other than that of a designated number; and

(b) Section 6(3) states that if the Articles or a unanimous shareholder agreement require a

greater number of votes of directors or shareholders than that required by the Act to effect any action, the provisions of the Articles or of the unanimous shareholder agreement prevail. Accordingly, an amendment to the Articles of a corporation may require the approval of more than two-thirds of the shareholders present in person or represented by proxy, if so provided in the Articles or by a unanimous shareholder agreement.

Once an amendment has been approved by shareholders in accordance with the foregoing

procedures, Articles of Amendment in prescribed form must be filed and accepted by the Branch

Director, pursuant to section 171(1) of the Act. Upon receipt of the Articles of Amendment,



section 172 states that the Branch Director shall issue a Certificate of Amendment, and section 173

provides that the Articles of a corporation are amended on the date shown in the Certificate of

Amendment. Therefore, for example, shares of a new class of shares cannot be issued until the date

shown on the Certificate of Amendment. This consideration is particularly important in year-end tax

related transactions where it is essential, in order to accomplish the desired result, that a new class of

shares be in existence and be issued to shareholders by a particular date. It is not sufficient that the

shareholders approve of the creation of such class of shares, or that the material be filed with the

Corporations Branch. Rather, it is the date shown on the Certificate of Amendment which determines

the earliest date that the shares can be issued.

It should also be noted that certain corporate characteristics are not included in the Articles of a

corporation, and consequently do not require the approval of the shareholders by special

resolution or the submission of Articles of Amendment to the Branch Director to effect a change.

For example, section 19(1) requires a corporation to have at all times a registered office in

Saskatchewan. The directors of a corporation may change the registered office by a directors'

resolution, and within fifteen days of the change are required by section 19(4) to send to the

Branch Director a Notice of Registered Office. Where a corporation sends Articles, other than

Articles of Amendment or Articles of Dissolution, to the Director, the corporation is also

required to send to the Branch Director a Notice of Registered Office in Form 3. Where a

corporation, pursuant to section 273, sends an annual return to the Director within fifteen days

after a change is made to the address of the corporation's registered office, section 19(4.1) states

that the annual return is deemed to be the notice required by section 19(4).

A corporation is also required by the provisions in section 101(1) to send to the Branch Director

a Notice of Directors in Form 6 at the time of sending Articles of Incorporation. Section 101(3)

allows the shareholders of a corporation, by ordinary resolution at the first meeting of

shareholders and at each succeeding annual meeting at which an election of directors is required,

to elect directors to hold office for a term expiring not later than the close of the third annual



meeting of shareholders following the election. Further, section 104(1) provides that the

shareholders of the corporation may by ordinary resolution at a special meeting remove any

director or directors from office. Within fifteen days after a change is made among its directors,

a corporation is required by section 108(1) to send to the Branch Director a Notice of Directors

setting out the change. Once again, if a corporation sends an annual return to the Branch

Director within fifteen days after a change is made among its directors, the annual return is

deemed to be the notice required under section 108. The Corporations Branch does not charge

any fees for filing a Notice of Directors or a Notice of Registered Office.

Please see the precedent materials for "General Changes to Corporate Characteristics" (pages P-1

to P-20) for samples of some of the documents referred to above. Forms set out in the Act and/or

the Regulations can be found at www.qp.gov.sk.ca

III. CONTINUANCES

The Act provides mechanisms whereby a corporation incorporated under the laws of a jurisdiction

other than Saskatchewan may, in certain circumstances, be "continued" under the laws of

Saskatchewan as if it were a Saskatchewan corporation (an "import" continuance). Conversely, the

Act also provides a mechanism whereby an existing Saskatchewan corporation may apply to be

continued under the laws of another jurisdiction, thereby ceasing to be a Saskatchewan corporation and

becoming a corporation governed by the laws of the other jurisdiction (an "export" continuance).

Import and export continuances can be useful in accomplishing a number of corporate objectives, the

most common of which is to facilitate amalgamations between corporations. Two or more

corporations cannot inter-jurisdictionally amalgamate, and it is therefore necessary to bring the

corporations into a common jurisdiction as a condition precedent to amalgamation. Occasionally, it

also transpires that a client, who is the sole shareholder of a corporation, moves from one jurisdiction

to another and wishes to have the corporation governed by laws of the client's new "home" jurisdiction,

in which circumstances a continuance can be useful.



Section 181 of the Act governs import continuances and provides that a corporation incorporated

under the laws of a jurisdiction other than Saskatchewan may, if so authorized by the laws of the

jurisdiction where it is incorporated, apply to the Branch Director for a Certificate of

Continuance. One of the useful features of a continuance is that a corporation may effect any

amendment to its Articles authorized either under the laws of the exporting or importing

jurisdictions, simply by restating its Articles in the desired form and presenting the same as

Articles of Continuance to the Branch Director.

In addition to Articles of Continuance, the following documents must be filed with the Branch

Director:

(a) evidence of approval from the home jurisdiction of the corporation;

(b) evidence of good standing of the corporation in its home jurisdiction;

(c) a copy of the charter documents of the importing corporation (i.e., its existing Articles and all amendments thereto);

(d) Notice of Directors in Form 6;

(e) Notice of Registered Office in Form 3;

(f) a Statement of Continuance in the form required by the Regulations in Form 28; and

(g) the required fee for a Certificate of Continuance.

Upon receipt of the documents referred to above, the Branch Director will, if he/she finds the

material to be in order, issue a Certificate of Continuance; on the date shown in that Certificate,

the corporation becomes a corporation to which the Act applies.

If a corporation continued into Saskatchewan still "carries on business" in the jurisdiction from

which it exported, as that phrase is defined by laws of the exporting jurisdiction, the corporation

will have to be re-registered as an extra-provincial corporation in the exporting jurisdiction.

Further, if the corporation was already extra-provincially registered in other jurisdictions, a



continuance into Saskatchewan will likely amount to a kind of change for which notice must be

filed in these other jurisdictions, by applying for Articles of Amendment of an extra-provincial

corporation (for comparable provisions in Saskatchewan see section 271 of the Act).

Section 182 of the Act governs export continuances, and basically sets forth a mirror reflection of

the provisions of section 181. Section 182(1) states that a corporation may apply to the

appropriate official or public body of another jurisdiction requesting continuance, if it is

authorized by the shareholders in accordance with section 182, and if it establishes to the

satisfaction of the Branch Director that its proposed continuance in another jurisdiction will not

adversely affect creditors or shareholders of the corporation. Although the Branch Director takes

judicial notice of the fact that the continuance of a Saskatchewan corporation in another

Canadian jurisdiction will not "adversely affect creditors or shareholders of the corporation", the

Branch Director may require special proof in the case of continuance by a Saskatchewan

corporation to a jurisdiction outside Canada.

To obtain the shareholder approval for continuance out of Saskatchewan, section 182(3)

provides that a notice of a special meeting of shareholders complying with section 129 of the Act

be sent to each shareholder and, in addition, the notice shall specifically state that a dissenting

shareholder is entitled to be paid the fair value of his/her shares in accordance with section 184.

Each share of the corporation carries the right to vote in respect of a continuance, whether or not

it otherwise carries the right to vote. An application for a continuance in another jurisdiction is

then authorized when the shareholders voting thereon have approved of the continuance by

special resolution.

Once again, because of the risk that a large number of shareholders may choose to exercise their

dissent right even though a sufficient majority of the shareholders approve of the continuance, it

may be wise to provide in the special resolution that the directors of the corporation have the

authority to abandon the application for continuance in another jurisdiction without further

shareholder approval, pursuant to section 182(6) of the Act.



In order to obtain from the Branch Director a Certificate of Authorization, which evidences the

Branch Director's approval of the continuance out of Saskatchewan, it is necessary to file a

Statement of Proposed Continuance in Another Jurisdiction (Form 30) and pay the required fee.

The Branch Director will, assuming he/she has no objection to the continuance, provide a

Certificate of Authorization (Form 31), that will then form a part of the documentation that must

be filed with the Corporations Branch of the receiving jurisdiction, in the same manner as was

described above under section 181.

Once the continuance of a Saskatchewan corporation has been effected in another jurisdiction,

notice should be sent to the Branch Director. Section 182(7) states that upon receiving notice

that is satisfactory to the Branch Director that the corporation has been continued under the laws

of another jurisdiction, the Branch Director shall file the notice and issue a Certificate of

Discontinuance. Sending the Branch Director the Articles of Continuance that conform to the

law of the receiving jurisdiction will provide sufficient notice for the purpose of section 182(7).

Even though a Saskatchewan corporation is continued in another jurisdiction, it may still desire

to carry on business in Saskatchewan and therefore be required to be registered as an extra-

provincial corporation in Saskatchewan. A corporation will be deemed to be carrying on

business in Saskatchewan if it meets any of the requirements outlined in section 262(2) of the

Act. Section 41(3) of the Regulations provides that where a Saskatchewan corporation continues

pursuant to the laws of another jurisdiction, the corporation is deemed to be registered as an

extra-provincial corporation for a period of 60 days from the date of its continuance in the other

jurisdiction. Further, unless the corporation submits to the Branch Director a completed Power

of Attorney in Form 24 with a fee of $50, the Branch Director will strike the name of the

corporation from the register on the expiration of the 60-day period.



In the cases of both import and export continuances under sections 181 and 182, the Act makes it

clear that no new corporation is created, and no existing corporation ceases to exist, in the process of

continuance. Rather, the Act provides, in section 181(7) and 182(9), that the property of the

corporation continues to be its property, the corporation continues to be liable for its obligations and

causes of action, claims or liabilities to prosecution are unaffected by the continuance.

Please see the precedent materials for "Continuances" (pages P-21 to P-24) for examples of some of

the continuance documentation referred to above. Forms set out in the Act and/or the Regulations

can be found at www.qp.gov.sk.ca

IV. AMALGAMATIONS

Amalgamations are dealt with in sections 175 to 180 of the Act, which describe amalgamation

procedures commonly referred to as "long form" and "short form" amalgamations. Note that

section 175 provides that two or more corporations (the number of corporations which may

amalgamate is unlimited) may amalgamate and continue as one corporation. That is to say, like

continuances under sections 181 and 182, an amalgamation of corporations does not terminate

the existence of the pre-amalgamation corporations, nor does it give rise to the creation of a new,

amalgamated corporation. Rather, the amalgamating corporations are considered at law to have

an unbroken corporate existence which is merely "merged" into a single, ongoing corporate

entity. The legal result is particularly important from a taxation point of view, since otherwise

the amalgamating corporations might be seen to have made a taxable disposition of all their

property and assets, as part of the amalgamation.

The timing of completing an amalgamation (and therefore of completing any of the corporate

changes referred to herein) can be very important to a client; in this regard, the provisions of

section 255(3) of the Act can be very helpful. This section states that the Branch Director may



date the Certificate which relates to the filing of the corporate change with him/her as of the day

he/she receives the corresponding Articles (i.e., Articles of Incorporation, Articles of

Amalgamation, Articles of Continuance, Articles of Amendment, etc.) or as of any later date

specified by the person who has signed the Articles. Accordingly, it will often be useful to pre-

file, for example, Articles of Amalgamation, and request the Branch Director to date the

Certificate of Amalgamation as of a particular date which corresponds with a year-end, month-

end or other date which is important to the client. Failure to so request in filing the material with

the Branch Director may result in the Certificate in question being dated simply as of the date it

is filed.

"Long Form" amalgamations, which are dealt with in sections 176 and 177 of the Act, include all

amalgamations other than amalgamations between a holding company and its wholly-owned

subsidiary (vertical amalgamation) or between two corporations wholly-owned by the same

parent, holding corporation (horizontal amalgamation), both of which are commonly referred to

as "short form" amalgamations. In the case of a long form amalgamation, section 176 requires

that an amalgamation agreement be entered into between the amalgamating corporations, which

agreement shall, among other things, provide for the manner in which the shares of each

amalgamating corporation are to be converted into shares or other securities of the amalgamated

corporation. That is to say, as an integral part of the amalgamation the issued share capital of

each the amalgamating corporations has to be exchanged for new shares or other securities in the

amalgamated corporation, and the formula for this exchange must be set out in the amalgamation

agreement. Particular attention should be given to section 176(2) which states that if shares of

one of the amalgamating corporations are held by another of the amalgamating corporations (i.e.,

there is some element of a parent-subsidiary relationship), the amalgamation agreement shall

provide for the cancellation of such shares when the amalgamation becomes effective without

any repayment of the capital in respect thereof, and no provision shall be made for the

conversion of such shares into shares of the amalgamated corporation.



Section 177 details the corporate approvals that must accompany a long form amalgamation,

providing that the directors of each amalgamating corporation shall submit the amalgamation

agreement for approval to a meeting of the holders of shares of the amalgamating corporation of

which they are directors. The shareholders of the amalgamating corporations are entitled to

receive a notice of the meeting complying with section 129. This notice shall also include or be

accompanied by a copy or summary of the amalgamation agreement and shall specifically set out

that a dissent right exists in respect of the amalgamation decision. Section 177(3) states that

each share of the amalgamating corporations becomes a voting share when voting on a proposed

amalgamation irrespective of whether it otherwise carries the right to vote. If the amalgamation

agreement contains a provision that, if contained in a proposed amendment to the Articles, would

entitle the holders of a class or series of shares to vote separately under section 170, then the

holders of shares of a class or series will be entitled to vote separately with respect to the

amalgamation decision, pursuant to section 177(4). The amalgamation agreement is adopted

when the shareholders of each amalgamating corporation have approved of the amalgamation by

special resolution of each class or series of such shareholders entitled to vote thereon.

"Short form" amalgamations are dealt with in section 178 of the Act, the distinguishing feature

from a procedural point of view being that in the case of short form amalgamations only

directors’ approval of each amalgamating corporation is required, and the Act does not expressly

require that there be an amalgamation agreement in such circumstances. (It might be considered

good practice, nonetheless, to document the commercial result intended to be accomplished in

the amalgamation by preparing an amalgamation agreement, in these circumstances.)

In a vertical, short form amalgamation, the issued shares of each of the amalgamating wholly-owned

subsidiary corporations must be cancelled without any repayment of capital. The Articles of

Amalgamation shall be the Articles of Incorporation of the parent, holding corporation, and the

stated capital of the amalgamated corporation is to be the same as that of the amalgamating parent,

holding corporation.



In a horizontal, short form amalgamation, the shares of all but one of the wholly-owned subsidiary

corporations of the same parent, holding corporation are to be cancelled without any repayment of

capital. The Articles of Amalgamation shall be the same as the Articles of Incorporation of the

amalgamating subsidiary whose shares are not cancelled. The stated capital of the amalgamating

subsidiaries whose shares are cancelled is to be added to the stated capital of the amalgamating

subsidiary whose shares are not cancelled.

After approval of either a long form or short form amalgamation, section 179 provides that Articles

of Amalgamation in prescribed form shall be sent to the Branch Director, together with a new Notice

of Directors and Registered Office.

Section 179(2) requires that there be filed with the Articles of Amalgamation, a statutory declaration of

a director or officer of each of the amalgamating corporations establishing to the satisfaction of the

Branch Director that the solvency tests will not be breached as a result of the amalgamation, and that

there are reasonable grounds for believing either that no creditor will be prejudiced by the

amalgamation, or that adequate notice has been given to all known creditors of the amalgamating

corporation and no creditor objects to the amalgamation otherwise than on grounds that are frivolous

or vexatious. This statutory declaration is an important part of the amalgamation package, and special

attention has to be focused on its preparation and, in particular, whether the declaration can simply be

given to the effect that no creditor will be prejudiced by the amalgamation, or alternatively, whether

notice of the amalgamation should be published.

Section 179(3) sets out the requirements for providing adequate notice, stating that notice is to be sent

to each known creditor having a claim against the corporation that exceeds $1,000, and that the notice

is to be published once in a newspaper published or distributed in the place where the corporation has

its registered office and reasonable notice is to be given in each province in Canada where the

corporation carries on business. If any doubt exists as to whether an officer of the corporation can give

the statutory declaration simply that no creditors will be prejudiced, it will be advisable to proceed

with the formal procedure of giving notice to creditors.



Once the Branch Director has received Articles of Amalgamation and the statutory declaration

referred to above, he/she will issue a Certificate of Amalgamation, and it is on the date shown in the

Certificate that the amalgamation becomes effective.

Please see the precedent materials for "Amalgamations" (pages P-25 to P-42) for samples of some of

the amalgamation documentation referred to above. Forms set out in the Act and/or the Regulations

can be found at www.qp.gov.sk.ca

V. SALE OF ALL OR SUBSTANTIALLY ALL OF A CORPORATION'S

PROPERTY

As the directors of a corporation are charged with the responsibility of directing the management of

the business and affairs of the corporation, situations may arise where the directors believe it is in the

best interests of the corporation to alter the operations of the business in a seemingly fundamental

way, by making an extra-ordinary disposition of corporate assets. However, a question may arise as

to whether it is within the authority of directors to make such an important decision without the prior

approval of the shareholders due to the provisions of section 183 of the Act, and the advice of a

solicitor may need to be sought.

Section 183(2) provides that a sale, lease or exchange of all or substantially all the property of a

corporation other than in the ordinary course of business of the corporation requires the approval of

the shareholders in accordance with the procedure set out within section 183. As the disposition of

all or substantially all of the corporation's property would amount to a fundamental change, the

voting procedure set out in section 183 affords the shareholders special rights such as:

(a) the right to receive notice of the meeting which includes or is accompanied by a copy or

summary of the agreement of sale, lease or exchange and which outlines the shareholders’ right to dissent and be paid a fair value for the shares held;



(b) the right of non-voting shares to vote on the proposed disposition decision;

(c) the right of classes or series of shares to vote separately if affected by the disposition in a manner different from the shares of another class or series; and

(d) the right to approve the disposition by special resolution.

The phrase "all or substantially all of the property of a corporation" is not defined in the Act, but rather

is subject to judicial interpretation. Therefore, prudent directors who are unsure as to whether the

corporate assets proposed to be sold would fall under this definition may want to seek the advice of

a solicitor prior to proceeding with the disposition. If the directors do not obtain the approval of

shareholders before proceeding with the transaction, a shareholder who believes that the disposition

falls under the definition may file a dissent, and bring an application under section 184(16) to have

the court fix the fair value for the shares of the dissenting shareholder. Accordingly, in order for a

solicitor to provide a client with competent advice with respect to this issue, an awareness of the

judicial decisions in Saskatchewan which have interpreted the phrase "all or substantially all the

property of a corporation" is essential.

In 85956 Holdings Ltd. v. Fayerman Brothers Ltd. (1986), 46 Sask. R. 75, the Saskatchewan

Court of Appeal had occasion to interpret the phrase "all or substantially all the property of a

corporation". In this case, the directors of a wholesale-retail company carrying on a hardware

business recommended to its shareholders at a properly constituted annual meeting that the

company discontinue its business operations and proceed to sell its entire inventory in the normal

manner, but not replace it. The resolution was passed by a majority of the shareholders. The

respondent, a corporate shareholder of the appellant hardware store, objected to the resolution

and requested that the appellant buy its shares, but was informed that the appellant was not

prepared to do so. The respondent filed a notice of dissent pursuant to section 184(7) of the Act

demanding payment of the fair value of its shares.

The Saskatchewan Court of Appeal stated that the sole issue to be decided on appeal was

whether the respondent was a dissenting shareholder. To arrive at this determination the Court

considered two questions, as follows:



(a) Is this a sale in the ordinary course of business?

(b) Is this a sale of all or substantially all of the appellant's property?

In order to determine whether a sale is in the ordinary course of business, the Court stated that it

is necessary to examine the actual operations of the corporation rather than how the corporation

styled itself. The Court found that the appellant was an ongoing operation selling merchandise

of a particular kind at both the retail and wholesale level. Although the resolution adopted by a

majority of the shareholders contemplated the sale of all the appellant's inventory to its regular

customers in the normal way, the Court held that such a sale was not in the ordinary course of

the appellant's business. The Court stated that the distinguishing feature of the sale that brought

it outside a sale in the ordinary course of the appellant's business was that the inventory sold was

not to be replaced and therefore the sale was in the nature of a liquidation sale rather than a

regular sale of inventory.

In considering whether the sale of inventory was a sale of "all or substantially all of the

property" of the appellant, the Court noted that the inventory amounted to 33% of the total value

of the appellant's assets. However, the Court concluded that the sale of all of the inventory was a

sale of substantially all of the appellant's assets because the sale would fundamentally change the

nature of the appellant's business, and reduce the appellant from a retail-wholesale operation to a

holding company.

The Court reasoned that the question of whether a sale amounts to a sale of "substantially all of a

corporation's property" must be decided on a qualitative basis rather than on a quantitative basis. The

respondent was therefore found to be a dissenting shareholder within the meaning of section 184 and

entitled to be paid the fair value for its shares.

The Saskatchewan Court of Appeal once again had occasion to consider what constitutes a sale

of "all or substantially all of a corporation's assets" in Martin v. Bourgault (F.P.) Industries Air

Seeder Division Ltd. (1987), 62 Sask. R. 297. The appellant was a manufacturer of agricultural



implements including air seeders and cultivators and operated out of two facilities it owned. The

appellant decided to "divisionalize" its operations and sell all of its assets related to the

manufacture of cultivators to a newly formed corporation, which would assume a proportionate

share of the appellant's corporate debt. The appellant would change its name and operate out of

one facility devoted solely to the manufacture of air seeders, while the new company would

manufacture cultivators out of the other facility. At the time of the transaction, the assets

transferred to the new company represented 55% of the value of the assets of the appellant and

accounted for 57% of the appellant's total yearly sales. The appellant did not seek the approval

of its shareholders prior to executing the transaction.

The respondent shareholder filed a dissent and brought a motion under section 184 to have the

Court fix the fair value of his shares to be purchased by the appellant, on the basis that the

transaction amounted to a sale of all or substantially all of the assets of the appellant.

The Saskatchewan Court of Appeal concluded that the sale of the assets relating to the manufacture of

cultivators was not in the ordinary course of the appellant's business but concluded that the transaction

did not constitute a sale of substantially all of the appellant's assets. The Court reviewed its previous

decision in 85956 Holdings Ltd. v. Fayerman Brothers Limited, and the cases cited therein, and stated

that the common feature of all those cases which found a sale of all or substantially all of a

corporation's assets was that the assets sold, despite accounting for only a small percentage of the

corporation's total assets, were operating assets. The Court stated that the effect of the sale of

operating assets in those cases was to fundamentally change the nature of the company from an

operating company to a holding company, and therefore destroy its ability to carry on its main

business. The Court proceeded to distinguish these cases on the basis that the sale by the appellant did

not destroy the appellant's ability to carry on business in substantially the same manner as it had done

before the sale. The Court, however, adopted its previous reasoning that a qualitative assessment

should be made when determining whether a transaction amounts to a sale of all or substantially all of

a corporation's assets. The Court, therefore, held that the respondent was not a dissenting shareholder

within the meaning of section 184 of the Act.



Accordingly, in advising clients with respect to whether a sale constitutes a sale of all or

substantially all of the assets of a corporation, a lawyer should be cognizant of the fact that it is

not the value of the assets in relation to the total assets of the company that is important, but

rather it is the significance the assets sold to the corporation's ability to continue carrying on

business in the same manner as it had done prior to the sale.

VI. STRIKING CORPORATE NAME OFF THE REGISTER AND

RESTORATION

Section 262 of the Act requires every corporation carrying on business in Saskatchewan to be

registered under the Act. The Branch Director maintains a register of corporations pursuant to

section 282 which lists the names of all the corporations that may lawfully conduct business in

Saskatchewan. Section 290(1) enumerates the circumstances under which a corporation may

have its name struck from the register of corporations. The most common circumstances for

striking the name of a corporation from the register are where:

(a) the Branch Director does not receive a return, notice or other document or prescribed fee required by the Act;

(b) the corporation gives notice to the Branch Director that it has ceased to carry on business in Saskatchewan;

(c) the corporation is not entitled to carry on business under the act of incorporation of the jurisdiction in which it was incorporated;

(d) the corporation is issued a Certificate of Discontinuance pursuant to section 182;

(e) the corporation is dissolved; or

(f) the corporation is amalgamated with one or more other corporations.



Before striking a corporation off the register, the Branch Director will send notice to the

corporation advising the corporation of the default under section 290(1) and stating that unless

the default is remedied within 30 days after the date of the notice, the name of the corporation

will be struck off the register. If the corporation does not cure the default within the time

mentioned in the notice, the Branch Director may strike the name off the register and publish

notice thereof in the Saskatchewan Gazette.

Once a corporation is struck off the register, it may suffer a number of disabilities. Section 275(1)

provides that a corporation that is not registered under the Act cannot sue or maintain an action or

other proceedings in respect of a contract it made in Saskatchewan. However, it is important to note

that if a corporation subsequently becomes registered, it is deemed to have had the capacity to

maintain an action on contracts in Saskatchewan ab initio and throughout the proceedings.

Therefore, restoring a corporation to the register may simply be a condition precedent that must be

done in order to allow a corporation to bring an action in Saskatchewan. Also note that this

restriction does not apply to a federally incorporated corporation. (See section 275(3) of the Act.)

Further, an unregistered corporation that carries on business in Saskatchewan under a name, part of

which is "Limited", "Incorporated", "Corporation", "Ltd.", "Inc." or "Corp." is guilty of an offence

under section 299 of the Act and liable on summary conviction to a fine of $5,000. The standard for

being found to be "carrying on business" in Saskatchewan, as outlined in section 262, is very easily

met and includes such things as: having a telephone number listed in a directory issued by

Saskatchewan Telecommunications; holding any title, estate or interest in land; having a resident

agent or representative or maintaining an office, warehouse or place of business in Saskatchewan; as

well as the catch-all phrase "otherwise carrying on business in Saskatchewan".

Finally, section 205 states that a corporation that does not restore its name to the register within two

years after the date on which it was struck off under section 290 may be dissolved by the Branch

Director. However, reliance on the Branch Director to dissolve a corporation under section 205 is



probably not prudent, given the potential for fines if found to be carrying on business in

Saskatchewan and the availability of summary procedures for dissolution under section 203.

Of particular importance to a corporation that is struck off the register is section 291, which provides

that the liability of the corporation and every director, officer and shareholder of the corporation

continues and may be enforced as if the name of the corporation had not been struck off the register.

The courts in Saskatchewan have made it clear that a lack of registration alone does not dissolve a

corporation, nor do the disabilities it suffers from being struck off the register relieve the corporation

from its obligations and liabilities to file income tax returns or goods and services tax returns. (See:

R. v. Chilton Insurance and Consulting Inc. and Chilton (1995), 138 Sask. R. 308 (Q.B.); and R.

v. Rasmussen and Saskatoon Salvage Co. (1985) Ltd. (1995), 130 Sask. R. 308 (Prov. Ct.).)

Section 290(5) provides that a corporate name that has been struck off the register may be restored

simply by filing with the Branch Director an Application to Restore Name to the Register (Form 25)

along with the prescribed fee. The Branch Director may then issue a Certificate in a form adapted to

the circumstances.

VII. DISSOLUTIONS

Perhaps the most fundamental corporate change affecting a corporation is the termination of its

corporate existence, and matters in this regard are subject to the provisions of sections 201 to

221 of the Act. Discussion of this topic will focus on the procedures to be followed for summary

dissolution as outlined in sections 203 and 205 of the Act, with reference being made to the

extensive provisions in section 204.

The simplest type of dissolution is made available to a corporation that has not issued any shares.

In this situation, section 203(1) provides that a corporation may be dissolved at any time by



resolution of all the directors. Articles of Dissolution then must be filed with the Branch

Director along with a copy of the resolution, whereupon the Branch Director will issue a

Certificate of Dissolution.

Where a corporation has issued shares but has no property and no liabilities, section 203(2)

allows the corporation to be dissolved by special resolution of the shareholders. It is not

uncommon that a corporation, which at one time was active, has ceased to be active and may

have been stripped of any property and liabilities, simply remaining dormant over an extended

period of time. In these circumstances it is still possible to dissolve the corporation by summary

action under section 203(2), simply by filing with the Branch Director Articles of Dissolution

and a copy of the special resolution approving the dissolution.

More commonly, the provisions of section 203(2.1) may apply to a dissolution of a corporation.

This section states that a corporation which has property or liabilities, or both, may be dissolved

by special resolution of the shareholders if by special resolution the shareholders authorize the

directors to cause the corporation to distribute any property and discharge any liabilities, and the

corporation then proceeds to carry out such action before it sends Articles of Dissolution to the

Branch Director. Accordingly, shareholders may direct the board of directors to discharge all

liabilities and collect, liquidate and otherwise distribute all remaining property to the

shareholders and, thereafter, file Articles of Dissolution with the Branch Director. No notice to

creditors is required in the circumstances described in section 203(2.1), but obviously the

corporation will have to be satisfied that it has, in fact, fully discharged its liabilities before it

proceeds to dissolution.

A corporation may also be summarily dissolved by the Branch Director, pursuant to section 205

of the Act, where the corporation has not commenced business within three years after its

incorporation, has not carried on its business for three consecutive years or has not had its name

restored to the register within two years after the date on which it was struck off under section 290.



However, before unilaterally dissolving a corporation, the Branch Director will give to the

corporation 120 days notice of the decision to dissolve and publish a notice of the decision in the

Saskatchewan Gazette.

Section 204 sets out the normal, longer form dissolution procedure, contemplating a directors'

proposal for voluntary liquidation and dissolution, a shareholders' resolution to that effect and

the giving of notice to creditors through the Saskatchewan Gazette and a newspaper locally

published or distributed. Where any doubt exists as to creditors who may have claims against

the corporation, it may be considered desirable to proceed under section 204, going through the

publishing of notice to creditors, rather than relying on the summary procedures in section 203.

This will establish the best possible argument that the directors, officers and shareholders took

all possible action to notify all interested parties of the impending dissolution.

Please see the precedent materials for "Dissolutions"(pages P-43 to P-49) for samples of some of

the documents referred to above. Forms set out in the Act and/or the Regulations can be found at

www.qp.gov.sk.ca

VIII. REVIVAL

In conjunction with dissolution and liquidation of a corporation, regard should also be had to the

provisions of section 202 concerning revival of a corporation. Section 202 provides that where a

corporation is dissolved, "any interested person" may apply to the Branch Director to have the

corporation revived. Revival is accomplished by filing Articles of Revival (Form 15) and the

prescribed fee with the Branch Director who, upon receipt, will issue a Certificate of Revival. A

corporation is revived on the date shown on the Certificate of Revival, and thereafter the

corporation, subject to such reasonable terms imposed by the Branch Director and to the rights

acquired by any person after its dissolution, has all the rights and privileges and is liable for all the

obligations that it would have had if it had not been dissolved.


PRECEDENTS


Saskatchewan: Bar Admission Program P - 1 Corporate Commercial - Corporate Changes Precedents - General Changes to Corporate Characteristics Notice of Special Meeting of Shareholders

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS , 20

TAKE NOTICE that a Special Meeting (the "Meeting") of the shareholders of (the

"Corporation") will be held , , Saskatchewan at p.m. ( time) on , , 20 , for the

following purposes:

1. To hear the reports of the directors of the Corporation regarding the history of the Corporation and a description of the proposed facility and the means and timing of its construction. The shareholders will be asked to consider and, if thought fit, approve a resolution (the full text of which is set forth in the Information Circular accompanying this Notice of Special Meeting) approving the general plans as set forth in the reports of the directors described above.

2. …

6. To transact such other business as may properly come before the Meeting or any

adjournment or adjournments thereof. Further details relating to each of the above matters may be found in the Information

Circular accompanying this Notice of Special Meeting.

Shareholders who do not expect to attend the Meeting in person may complete and sign

the Instrument of Proxy enclosed with this Notice of Special Meeting and return it to the

Corporation in so as to reach the Corporation not later than 24 hours before the time fixed for

the commencement of the Meeting. Proxies not so deposited may not be treated as valid for

purposes of the Meeting.

Shareholders are urged to plan to arrive at the Meeting in advance of its commencement at

p.m. so as to allow for registration of shareholders between the hours of p.m. and p.m.

BY ORDER OF THE BOARD OF DIRECTORS

, President

, 20


P - 2 Saskatchewan: Bar Admission Program Corporate Commercial - Corporate Changes Precedents - General Changes to Corporate Characteristics Notice of Special Meeting of Shareholders

(This page has been intentionally left blank.)


Saskatchewan: Bar Admission Program P - 3 Corporate Commercial - Corporate Changes Precedents - General Changes to Corporate Characteristics Management Proxy Circular

INFORMATION CIRCULAR THIS INFORMATION CIRCULAR IS FURNISHED PURSUANT TO THE BUSINESS CORPORATIONS ACT AND THE SECURITIES ACT, 1988 IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE MANAGEMENT OF LTD. (THE "CORPORATION"), TO BE USED AT THE SPECIAL MEETING (THE "MEETING") OF SHAREHOLDERS OF THE CORPORATION TO BE HELD AT THE TIME AND PLACE AND FOR THE PURPOSES SET FORTH IN THE NOTICE OF SPECIAL MEETING ACCOMPANYING THIS CIRCULAR (THE "NOTICE OF MEETING"). All expenses in connection with solicitation of proxies by management will be borne by the Corporation. This Information Circular contains information which may assist shareholders in preparing for the Meeting.

1. DEFINITIONS

A number of terms are used frequently throughout this Information Circular and have been abbreviated as follows: "Board" means the Board of Directors of the Corporation.

"Circular" means this Information Circular.

"Meeting" means the special meeting of shareholders of the Corporation described in the Notice of Meeting.

"Notice of Meeting" means the Notice of Special Meeting of Shareholders accompanying this Circular and relating to the special meeting of the shareholders of the Corporation to be held on , 20 .

"Prospectus" means the Corporation's prospectus dated , 20 , as amended, relating to the public offering of Class B and Class C shares of the Corporation to raise funds for .

2. ITEMS ON THE MEETING AGENDA

The purpose of the Meeting is to bring all shareholders up to date on:

1. The history of the Corporation including the recently concluded public offering.

2.

HISTORY OF :


P - 4 Saskatchewan: Bar Admission Program Corporate Commercial - Corporate Changes Precedents - General Changes to Corporate Characteristics Management Proxy Circular

CONSTRUCTION OF :

Shareholders will be asked to consider and, if thought fit, approve the following resolution approving the general plans outlined by the directors at the meeting regarding the above: BE IT RESOLVED: THAT the general plans of the board of directors of the Corporation relating to as

presented to the shareholders at the Meeting be and the same are hereby approved,

subject

to such changes as the directors deem necessary.

The directors are unable to provide details of those reports at this time as it is anticipated that much will be done between the date of this Information Circular and the Meeting which will impact on the general plans for construction and the reports the directors will give thereon.

3. APPOINTMENT, REVOCATION AND DELIVERY OF PROXIES

The proxy nominees named in the enclosed Instrument of Proxy are directors and officers of the Corporation. A shareholder desiring to appoint some person to attend, act and vote for him at the Meeting other than the proxy nominees designated in the Instrument of Proxy may do so by striking out the names of the proxy nominees designated and by inserting such other person's name in the blank space provided in the Instrument of Proxy. A person appointed as proxy need not be a shareholder. A shareholder who has given a proxy may revoke it by depositing a written notice of revocation signed by him or his attorney duly authorized in writing at the office of the Corporation, to the attention of the President of the Corporation, at any time up to and including the last business day preceding the day of the Meeting or any adjournments thereof, or with the chairman of the Meeting on the day of the Meeting, or adjournment thereof or by signing another Instrument of Proxy bearing a later date and depositing it at the office of the Corporation within the time hereinafter specified. The office of the Corporation is at:

An Instrument of Proxy must be deposited at the office of the Corporation, at the above address, not less than 24 hours (excluding Saturdays and holidays) before the time fixed for commencement of the Meeting.



The person appointed as proxy has discretionary authority and may vote the shares represented thereby as he considers best with respect to amendments or variations to matters which may properly come before the Meeting provided, however, that such discretionary authority does not extend to the election of directors or the appointment of auditors. As of the date of this Circular, management of the Corporation knows of no proposed amendments, variations or other matters to come before the Meeting except as described in this Circular. The shares represented by the enclosed Instrument of Proxy will be voted or withheld from voting as the shareholder has specified by placing a check mark or "X" in the spaces provided for that purpose on the Instrument of Proxy. Unless otherwise specified the shares represented by the enclosed Instrument of Proxy will be voted in favour of item 1.

4. CORPORATE INFORMATION

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The only persons entitled to vote at the Meeting or be represented thereat by Proxy will be registered holders of voting shares of record on , 20 . At the close of business on , 20 , there were outstanding:

1. Class A shares without nominal or par value, each carrying the right to one vote.

2. Class B shares without nominal or par value, each carrying the right to one vote.

3. Class C shares without nominal or par value, each carrying the right to one vote.

4. Class D shares without nominal or par value, each carrying the right to one vote.

To the knowledge of the directors and senior officers of the Corporation, the only persons or companies beneficially owning, directly or indirectly, or exercising control or direction over, voting securities carrying more than 10% of the voting rights attached to any class of voting securities of the Corporation are:

1. holds Class C shares, representing % of the outstanding Class C shares.

2. holds Class D shares, representing % of the outstanding Class D shares.



COMPENSATION OF DIRECTORS

The directors of the Corporation have not received compensation for their services except that has received $ and has received $ , both in consideration of services rendered in connection with the Corporation's feasibility study. EXECUTIVE COMPENSATION

The Corporation has three executive officers who have not received compensation for services rendered in the current or immediately past fiscal years. No additional benefits have been paid to the executive officers by the Corporation in the current or immediately past fiscal years. It is planned that the directors and officers will, in future, receive remuneration in the form of Class C shares pursuant to the Prospectus as reimbursement of expenses and for services rendered to the Corporation in connection with the feasibility study, the public offering and the holding of certain real property to be acquired by the Corporation. Such planned remuneration is fully described in the Prospectus and was fully described in the Information Circular relating to the , 20 , shareholders meeting and was approved at that meeting by the shareholders (with respect to remuneration in connection with reimbursement of expenses and for services rendered to the Corporation) and in the Information Circular relating to the , 20 , shareholders meeting and was approved at that meeting by the shareholders (with respect to remuneration in connection with the holding of real property). INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS

Two corporate transactions have occurred since the commencement of the last fiscal year of the Corporation (commencing , 20 ) or are planned to occur in the future in which insiders of the Corporation have an interest. Both transactions are described in the Prospectus. 1. Directors and shareholders of the Corporation have entered into the Option to Purchase Agreement described above under the heading "The Issue of Class C Shares to Certain Directors and Shareholders Respecting the Corporation's Interest in Property" and may receive Class C shares as described above. 2. Directors, officers, advisors and shareholders of the Corporation may receive Class C shares in consideration of out-of-pocket expenses and services rendered to the Corporation as described above under "Executive Compensation".



INTEREST OF CERTAIN PERSONS AND COMPANIES IN MATTERS TO BE ACTED UPON

The directors of the Corporation are asking the shareholders to approve the general plans of the directors for construction and operation of the terminal, subject to such changes in those plans as the directors deem necessary. It is contemplated at the date of this Circular that BY ORDER OF THE BOARD OF DIRECTORS

, President

, Saskatchewan , 20 .





Saskatchewan: Bar Admission Program P - 9 Corporate Commercial - Corporate Changes Precedents - General Changes to Corporate Characteristics Form of Proxy

INSTRUMENT OF PROXY FOR SPECIAL MEETING , 20

I, ___________________________________________, being a holder of shares in the capital of (the "Corporation"), hereby appoint , President of the Corporation, or, failing him, , Vice-President of the Corporation, or, instead of either of them, ____________________ _______________________ as my Proxy to attend and act for and on my behalf, and to vote all of the shares of the Corporation which I may be entitled to vote, at the special meeting of shareholders of the Corporation to be held on , 20 (the "Meeting"), and at any adjournment or adjournments thereof, with all powers which the undersigned could exercise if personally present, with respect to the matters set forth below: 1. The approval of the general plans of the directors of the Corporation respecting the construction of the terminal, as such plans were outlined at the meeting. _______________ (in favour) ______________ (opposed) THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT OF THE CORPORATION. SHAREHOLDERS HAVE THE RIGHT TO APPOINT A PERSON TO ATTEND AND ACT FOR THEM AND ON THEIR BEHALF AT THE MEETING OTHER THAN THE NOMINEES DESIGNATED ABOVE AND MAY EXERCISE SUCH RIGHT BY INSERTING THE NAME AND RESIDENCE OF THEIR NOMINEE IN THE BLANK SPACE PROVIDED FOR THAT PURPOSE. UNLESS OTHERWISE SPECIFIED, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN FAVOUR OF ITEM 1. The person exercising this Proxy has discretionary authority and may vote the shares represented hereby as he considers best with respect to amendments or variations to matters identified in the notice of the Meeting or other matters which may properly come before the Meeting provided that this Proxy does not confer any authority in respect of the election of directors at the Meeting or the appointment of auditors. The shares represented by this Proxy will be voted and, where the appointer has specified a choice with respect to any matter to be acted upon at the Meeting, will be voted in accordance with the specifications so made. This Instrument of Proxy shall be signed under the hand of the appointer or his attorney duly authorized in writing.


P - 10 Saskatchewan: Bar Admission Program Corporate Commercial - Corporate Changes Precedents - General Changes to Corporate Characteristics Form of Proxy

If not dated, this Instrument of Proxy will be deemed to be dated as of the day of its receipt by the Corporation. The undersigned hereby revokes any Instrument of Proxy previously given and does further ratify all that the within Proxy may lawfully do in the premises. ___________________________________ (Signature) _____________________________, 20 (Date)


Saskatchewan: Bar Admission Program P - 11 Corporate Commercial - Corporate Changes Precedents - General Changes to Corporate Characteristics Special Resolution of Shareholders to Amend Articles to Change Corporate Name

RESOLUTION OF THE SHAREHOLDERS OF, PASSED BY THE SIGNATURES OF ALL OF THE SHAREHOLDERS, ON THE DAY OF , 20 , PURSUANT TO THE PROVISIONS OF THE BUSINESS CORPORATIONS ACT. CHANGE OF NAME WHEREAS it is desirable that the Corporation change its name to " " and that in accordance with section 167 of the Business Corporations Act such change of name is to be accomplished by the passing of a special resolution of shareholders; NOW, THEREFORE, BE IT RESOLVED AS A SPECIAL RESOLUTION: THAT the Corporation change its name from " " to " ". THAT the Articles of the Corporation be amended to reflect the change of name aforesaid and the [President/Secretary] be and is hereby authorized and directed to execute and file Articles of Amendment to effect the said change of name. WITNESS the signature of all of the Shareholders the day and year set forth above. ___________________________________ ____________________________________


P - 12 Saskatchewan: Bar Admission Program Corporate Commercial - Corporate Changes Precedents - General Changes to Corporate Characteristics Special Resolution of Shareholders to Amend Articles to Change Corporate Name



Saskatchewan: Bar Admission Program P - 13 Corporate Commercial - Corporate Changes Precedents - General Changes to Corporate Characteristics Resolution of the Directors to Amend Articles to Change Corporate Name from Numbered Company to Other Name (Section 167(3))

RESOLUTION OF THE DIRECTORS OF , PASSED BY THE SIGNATURES OF ALL OF THE DIRECTORS, ON THE DAY OF , 20 , PURSUANT TO THE PROVISIONS OF THE BUSINESS CORPORATIONS ACT. CHANGE OF NAME WHEREAS it is desirable that the Corporation change its name to " " and that with section 167 of the Business Corporations Act such change of name is to be by the passing of a resolution of directors; NOW, THEREFORE, BE IT RESOLVED: THAT the Corporation change its name from " " to " ". THAT the Articles of the Corporation be amended to reflect the change of name aforesaid and the [President/Secretary] be and is hereby authorized and directed to execute and file Articles of Amendment to effect the said change of name. WITNESS the signature of all of the Directors the day and year set forth above. ___________________________________ ___________________________________ ___________________________________


P - 14 Saskatchewan: Bar Admission Program Corporate Commercial - Corporate Changes Precedents - General Changes to Corporate Characteristics Resolution of the Directors to Amend Articles to Change Corporate Name from Numbered Company to Other Name (Section 167(3))



Saskatchewan: Bar Admission Program P - 15 Corporate Commercial - Corporate Changes Precedents - General Changes to Corporate Characteristics Special Resolution of Shareholders to Amend Articles - General Wording

RESOLUTION OF THE SHAREHOLDERS OF, PASSED BY THE SIGNATURE OF ALL OF THE SHAREHOLDERS, AS OF THE DAY OF , 20 , PURSUANT TO THE PROVISIONS OF THE BUSINESS CORPORATIONS ACT. APPROVAL OF ARTICLES OF AMENDMENT WHEREAS it is desirable that the Corporation's Articles of Incorporation be amended in the manner set forth herein by the passing of a special resolution of shareholders; NOW, THEREFORE, BE IT RESOLVED AS A SPECIAL RESOLUTION: 1. 2. The [President/Secretary] be and he is hereby authorized for and in the name of the Corporation to execute and deliver all necessary documentation in order to give effect to this resolution. WITNESS the signature of all of the Shareholders of the Corporation the day and year set forth above. _________________________________


P - 16 Saskatchewan: Bar Admission Program Corporate Commercial - Corporate Changes Precedents - General Changes to Corporate Characteristics Special Resolution of Shareholders to Amend Articles - General Wording



Saskatchewan: Bar Admission Program P - 17 Corporate Commercial - Corporate Changes Precedents - General Changes to Corporate Characteristics Special Resolution of Shareholders Amending Articles to Create an Additional Class of Shares, with Authority Given to Directors of the Corporation to Revoke the Resolution Before It Is Acted Upon (Section 167(2))

RESOLUTION OF THE SHAREHOLDERS OF , PASSED BY THE SIGNATURES OF ALL OF THE SHAREHOLDERS, ON THE DAY OF , 20 , PURSUANT TO THE PROVISIONS OF THE BUSINESS CORPORATIONS ACT. APPROVAL OF ARTICLES OF AMENDMENT WHEREAS it is desirable that the Corporation's Articles of Incorporation be amended by passing a special resolution of the Shareholders, to allow for the creation of Class "B" Preferred Shares of the Corporation; NOW, THEREFORE, BE IT RESOLVED AS A SPECIAL RESOLUTION: THAT the Articles of the Corporation be amended to allow for the creation of an unlimited number of Class "B" Preferred shares of the Corporation, having attached thereto the rights, privileges, restrictions and conditions as set forth in Schedule "A" attached hereto. THAT the [President/Secretary] be and he is hereby authorized for and in the name of the Corporation to execute and deliver all necessary documentation in order to give effect to this resolution. THAT the directors of the Corporation be and they are hereby authorized to revoke this special resolution of the shareholders of the Corporation before it is acted upon, without further approval of the shareholders of the Corporation. WITNESS the signature of all of the Shareholders the day and year set forth above. ________________________________ ________________________________


P - 18 Saskatchewan: Bar Admission Program Corporate Commercial - Corporate Changes Precedents - General Changes to Corporate Characteristics Special Resolution of Shareholders Amending Articles to Create an Additional Class of Shares, with Authority Given to Directors of the Corporation to Revoke the Resolution Before It Is Acted Upon (Section 167(2))



Saskatchewan: Bar Admission Program P - 19 Corporate Commercial - Corporate Changes Precedents - General Changes to Corporate Characteristics Special Resolution of Shareholders Amending Articles to Change Number of Directors From Fixed Number to Maximum/Minimum Number

RESOLUTION OF THE SHAREHOLDERS OF , PASSED BY THE SIGNATURES OF ALL OF THE SHAREHOLDERS, ON THE DAY OF , 20 , PURSUANT TO THE PROVISIONS OF THE BUSINESS CORPORATIONS ACT. AMENDMENT TO ARTICLES WHEREAS it is desirable that the Corporation amend its Articles by the passing of a special resolution of shareholders; NOW, THEREFORE, BE IT RESOLVED AS A SPECIAL RESOLUTION: THAT the Articles of the Corporation be amended in the following respect: Section 5 of the Articles is amended by deleting therefrom the word "two" and by substituting therefor the words: "Not less than one or more than ten directors, as determined by the directors from time to time." WITNESS the signature of all of the shareholders of the Corporation the day and year set forth above. __________________________________ __________________________________


P - 20 Saskatchewan: Bar Admission Program Corporate Commercial - Corporate Changes Precedents - General Changes to Corporate Characteristics Special Resolution of Shareholders Amending Articles to Change Number of Directors From Fixed Number to Maximum/Minimum Number



Saskatchewan: Bar Admission Program P - 21 Corporate Commercial - Corporate Changes Precedents - Continuances Export of Corporation Out of Saskatchewan Waiver to Dissent Right by Shareholders of Corporation

WAIVER

We, the undersigned, being all of the shareholders of (the "Corporation") hereby:

(a) waive the notice for Shareholders' meetings prescribed by the Business Corporations Act with respect to the passage of a resolution by the Corporation authorizing the application by the Corporation for continuance under the laws of ; and (b) acknowledge that we are fully cognizant of our rights to dissent to such a resolution and require our shares in the capital of the Corporation to be purchased in accordance with the provisions of the Business Corporations Act, and we confirm that we take no objection to such resolution and we waive our said rights to dissent to same. WITNESS the signatures of all of the shareholders of the Corporation as of the day of , 20 . ___________________________________


P - 22 Saskatchewan: Bar Admission Program Corporate Commercial - Corporate Changes Precedents - Continuances Export of Corporation Out of Saskatchewan Waiver of Dissent Right by Shareholders of Corporation



Saskatchewan: Bar Admission Program P - 23 Corporate Commercial - Corporate Changes Precedents - Continuances Export of Corporation Out of Saskatchewan Special Resolution of Shareholders Approving Continuance of Corporation Out of Saskatchewan

RESOLUTION OF THE SHAREHOLDERS OF , PASSED BY THE SIGNATURES OF ALL OF THE SHAREHOLDERS OF THE CORPORATION ON THE DAY OF , 20 , PURSUANT TO THE PROVISIONS OF THE BUSINESS CORPORATIONS ACT. CONTINUANCE OF THE CORPORATION IN WHEREAS it is considered desirable that the Corporation apply to the Director, Corporations Branch, for the Province of to be continued under the [Name of Other Province's Business Corporations Act] ( ), pursuant to the provisions of section 182 of the Business Corporations Act (Saskatchewan) and section of the [Name of Other Province's Business Corporations Act] ( ); NOW, THEREFORE, BE IT RESOLVED AS A SPECIAL RESOLUTION: THAT approval be and the same is hereby given to the application by the Corporation for continuance under the [Name of Other Province's Business Corporations Act] ( ) pursuant to the provisions of section 182 of the Business Corporations Act (Saskatchewan) and section of the [Name of Other Province's Business Corporations Act], ( ) THAT Articles of Continuance of the Corporation in the form annexed hereto as Schedule "A" be and the same are hereby approved for use in connection with the application for continuance aforesaid; THAT any officer or director of the Corporation is hereby authorized to execute and deliver all such documents, applications and writings as may be necessary to give effect to this resolution. WITNESS the signatures of all of the Shareholders of the Corporation the day and year set forth above. _________________________________


P - 24 Saskatchewan: Bar Admission Program Corporate Commercial - Corporate Changes Precedents - Continuances Export of Corporation Out of Saskatchewan Special Resolution of Shareholders Approving Continuance of Corporation Out of Saskatchewan



Saskatchewan: Bar Admission Program P - 25 Corporate Commercial - Corporate Changes Precedents - Amalgamations Long Form Amalgamation Pursuant to Section 176 Special Resolution of Shareholders Approving Amalgamation

RESOLUTION OF THE SHAREHOLDERS OF , PASSED BY THE SIGNATURE OF ALL THE SHAREHOLDERS, AS OF THE DAY OF , 20 , PURSUANT TO THE PROVISIONS OF THE BUSINESS CORPORATIONS ACT. AMALGAMATION WHEREAS it is considered desirable that the Corporation amalgamate with and pursuant to the provisions of the Business Corporations Act of Saskatchewan, effective as of the

day of , 20 ; NOW, THEREFORE, BE IT RESOLVED AS A SPECIAL RESOLUTION: THAT the Corporation be, and it is hereby authorized and directed to be, amalgamated with and under the provisions of the Business Corporations Act and, for such purpose, is authorized to enter into an agreement dated as of the day of , 20 , between the Corporation, and , in or substantially in the same form and containing substantially the same terms and conditions as the draft agreement attached hereto as Schedule A; THAT the President of the Corporation is hereby authorized and directed for and on behalf and in the name of the Corporation to execute under its corporate seal and to deliver an agreement in the form of the said draft agreement, subject to such changes thereto as may be approved by him, which approval shall be conclusively evidenced by his execution and delivery of such agreement; and THAT the President of the Corporation is hereby further authorized and directed for and on behalf of the Corporation to do all other acts and things and to execute under the seal of the Corporation or otherwise and to deliver all such documents or instruments as may be necessary or desirable in connection with the said agreement and amalgamation therein provided for. WITNESS the signatures of all the Shareholders of the Corporation as of the day and year set forth above. __________________________________


P - 26 Saskatchewan: Bar Admission Program Corporate Commercial - Corporate Changes Precedents - Amalgamations Long Form Amalgamation Pursuant to Section 176 Special Resolution of Shareholders Approving Amalgamation



Saskatchewan: Bar Admission Program P - 27 Corporate Commercial - Corporate Changes Precedents - Amalgamations Long Form Amalgamation Pursuant to Section 176 Long Form Amalgamation Agreement

THIS AMALGAMATION AGREEMENT made as of the ____ day of _________, A.D. 20 . BETWEEN: , a body corporate incorporated under the laws of the Province of Saskatchewan, (hereinafter referred to as " "),

OF THE FIRST PART - and -

, a body corporate incorporated under the laws of the Province of Saskatchewan, (hereinafter referred to as " "),

OF THE SECOND PART

- and - , a body corporate incorporated under the laws of the Province of Saskatchewan, (hereinafter referred to as )

OF THE THIRD PART

AMALGAMATION AGREEMENT

MacPHERSON LESLIE & TYERMAN LLP Lawyers

1500, 410 — 22nd Street East Saskatoon, Saskatchewan S7K 5T6


P - 28 Saskatchewan: Bar Admission Program Corporate Commercial - Corporate Changes Precedents - Amalgamations Long Form Amalgamation Pursuant to Section 176 Long Form Amalgamation Agreement

THIS AMALGAMATION AGREEMENT made as of the ____ day of _________, A.D. 20 . BETWEEN: , a body corporate incorporated under the laws of the Province of Saskatchewan, (hereinafter referred to as " "),



OF THE SECOND PART

- and - , a body corporate incorporated under the laws of the Province of Saskatchewan, (hereinafter referred to as )

OF THE THIRD PART WHEREAS 's shareholders are , 's shareholder is and 's shareholders are ; AND WHEREAS , and have agreed to amalgamate upon the terms and conditions hereinafter set forth; NOW THEREFORE this Agreement witnesseth as follows: 1. In this Agreement, the expression "Amalgamated Corporation" means the corporation continuing from the amalgamation of , and , which are sometimes collectively referred to as the "Amalgamating Corporations", or singularly as an "Amalgamating Corporation".

2. , and hereby agree to amalgamate under the provisions of the Business Corporations Act (Saskatchewan) (the "Act") and to continue as one corporation upon and subject to the conditions herein set forth.

3. The name of the Amalgamated Corporation shall be " ".

4. The first registered office of the Amalgamated Corporation shall be:



5. The number of directors of the Amalgamated Corporation shall be a minimum of one and a maximum of ten, the precise number to be determined from time to time by resolution of the Board of Directors of the Amalgamated Corporation, until the precise number is so determined, such number shall be deemed to be two.

6. The first directors of the Amalgamated Corporation, a majority of whom are resident Canadians, shall be the persons whose names, addresses and occupations appear below:

Name Resident Occupation Address and such directors shall hold office until the first annual meeting of the Amalgamated Corporation or until their successors are duly elected or appointed.

7. The Articles of Amalgamation of the Amalgamated Corporation shall be those attached hereto as Schedule "A".

8. The issued shares of are: (a)

The issued shares of are as follows: (b) (c) (d)

The issued shares of are as follows: (e) (f) (g) (h) (i)

9. Upon consummation of the amalgamation, the authorized, issued and outstanding shares of shall be cancelled without any repayment of capital in respect thereof, and shall not be convened into shares of the Amalgamated Corporation.

10. Upon consummation of the amalgamation, the authorized, issued and outstanding shares of shall be convened into ____ issued fully paid non-assessable __________ shares of the Amalgamated Corporation on the following basis:

(i) (ii) (iii)



11. Upon consummation of the amalgamation, the authorized, issued and outstanding shares of shall be converted into issued shares of the Amalgamated Corporation on the following basis:

(a) 's Class "A" Common Voting Shares shall be converted into _______issued and fully paid non-assessable Common Shares of the Amalgamated Corporation on the following basis: (b) 's Class "B" Preferred Non-Voting Shares shall be convened into ____ issued and fully paid non-assessable Class "A" Preference Shares of the Amalgamated Corporation on the following basis: 12. For greater certainty, any shares of one of the Amalgamating Corporations held by another Amalgamating Corporation shall, upon amalgamation, become, effective on the date of amalgamation, cancelled without any repayment of capital in respect thereof and no such shares shall be converted into shares of the Amalgamated Corporation.

13. The parties hereby declare that the value of the shares of each Amalgamating Corporation used for the purpose of conversion of the shares of each Amalgamating Corporation to shares of the Amalgamated Corporation represent their best estimate of the fair market value of each Amalgamating Corporations shares as at the date of this agreement. The parties covenant and agree that if the Minister of National Revenue of Canada (hereinafter referred to as the "Minister") or any provincial taxing authority should assess or reassess any of the parties hereto, or one of the shareholders of the Amalgamated Corporation for any income tax, gift tax or succession duty or propose such an assessment or reassessment on the basis of a determination or assumption that the fair market value of the shares of any of the Amalgamating Corporations is not the amount so determined by the parties to be the fair market value of the shares of each Amalgamating Corporation, notwithstanding paragraphs 9, 10, and 11, the fair market value of the shares of each Amalgamating Corporation shall be deemed to be an amount determined as follows:

(a) If the Minister or the authority making or proposing such an assessment or reassessment also makes a determination of the fair market value of the shares of any or all of the Amalgamating Corporations and in the opinion of the Amalgamated Corporation and the shareholders of the Amalgamated Corporation, such determination is acceptable or accurate, the fair market value thereof shall be deemed to be the amount(s) so determined;



(b) The Amalgamating Corporation and the shareholders of the Amalgamating Corporation may dispute the amount(s) proposed by or determined by the Minister or authority in (a) and in such circumstances any settlement amounts accepted by the Amalgamated Corporation and the shareholders of the Amalgamated Corporation and the Minister or other authority shall be the fair market value of the shares of the Amalgamating Corporations;

(c) Failing such agreement. within ninety (90) days of an assessment being proposed or issued, the fair market value of the shares of the Amalgamating Corporations shall be determined by three (3) arbitrators, one to be appointed by , one to be appointed by , and one to be appointed by the two appointees, the decision of any two of whom shall be binding upon the parties. A submission under this paragraph shall be deemed to be a submission to arbitration within the provisions of the Arbitration Act, 1992, Saskatchewan or

(d) The fair market value of the shares of the Amalgamating Corporations shall be determined by a competent tribunal after all appeals which the Amalgamated Corporation and its shareholders upon advice of counsel or the Minister pursue and the time within which any further appeal may be filed has expired.

14. If the fair market value of the shares of any of the Amalgamating Corporations is varied in the manner set out in the preceding paragraph, then the following adjustments shall be made retroactively, nunc pro tunc, to the date of this amalgamation:

(a) the authorized, issued and outstanding shares of any Amalgamating Corporation to be converted into issued shares of the Amalgamated Corporation as provided in paragraphs 9, 10 and 11, shall be adjusted so that the number of shares of the Amalgamated Corporation received by a shareholder of an Amalgamating Corporation on the conversion shall be increased or decreased to properly reflect the value of the shares of the Amalgamating Corporation so determined;

(b) notwithstanding subparagraph (a) hereof, any shares of one Amalgamating Corporation held by another Amalgamating Corporation shall, be cancelled without any repayment of capital in respect thereof, and no such shares shall be converted into shares of the Amalgamated Corporation;

(c) any additional shares issued on conversion as so determined shall be deemed to have been allotted to the shareholder of the Amalgamated Corporation as of the effective date of the amalgamation and a share certificate for the same shall forthwith be issued to the shareholder of the Amalgamated Corporation;



(d) any number of shares to be cancelled as a result of the adjustment provided for herein shall be effective as of the date of the amalgamation and the shareholder of the Amalgamated Corporation shall forthwith surrender the appropriate certificate to the Amalgamated Corporation in order to effect such cancellation and the Amalgamated Corporation shall re-issue a new share certificate representing the appropriate number of shares in the Amalgamated Corporation;

15. The stated capital of the Amalgamated Corporation shall be the aggregate of the stated capital of and . The total stated capital of the Amalgamated Corporation, upon amalgamation shall be $__________. The stated capital of each class of shares of the Amalgamated Corporation shall be as follows:

(a) Common Shares -

(b) Class "A Preference Shares -

16. The "Paid-up Capital" for the purposes of the Income Tax Act (Canada) of all classes of shares of each Amalgamating Corporation shall be the aggregate of the Paid-up Capital of all classes of shares of and . The total Paid-up Capital of all classes of the Amalgamated Corporation, upon amalgamation, shall be $______. The paid up capital of each class of shares of the Amalgamated Corporation shall be as follows:

(a) Common Shares –

(b) Class "A" Preference Shares -

17. The proposed general Bylaws of the Amalgamated Corporation are as set forth in the attachment annexed as Schedule "B".

18. Each of , and shall contribute to the Amalgamated Corporation all its property and assets, subject to all its liabilities.

19. The Amalgamated Corporation shall possess all the property, assets, rights, privileges and franchises and shall be subject to all the contracts, liabilities, debts and obligations of , and .

20. All rights of creditors against the property, assets, rights, privileges and franchises of , and and all liens upon their properties, rights and assets, if any, shall be unimpaired by such amalgamation and all debts, contracts, liabilities and duties of , and shall thenceforth attach to and may be enforced against the Amalgamated Corporation.



21. The officers of the Amalgamated Corporation shall be those persons set out below, holding the offices set opposite their respective names:

Name of Officer Office Held in Amalgamated Corporation 22. The directors of the Amalgamated Corporation aforesaid shall be vested with the authority to manage the Amalgamated Corporation in accordance with and subject to the Business Corporations Act (Saskatchewan), the Articles of Amalgamation and the Bylaws of the Amalgamated Corporation.

23. This agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns.

24. This agreement shall be governed in accordance with the laws of the Province of Saskatchewan and the laws of Canada applicable therein. IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.

Per: _______________________ (seal) Per: _______________________ Per: _______________________ (seal) Per: _______________________ Per: _______________________ (seal) Per:





Saskatchewan: Bar Admission Program P - 35 Corporate Commercial - Corporate Changes Precedents - Amalgamations Short Form Amalgamation Pursuant to Section 178 Resolution of Directors Approving Vertical Amalgamation

RESOLUTION OF THE DIRECTORS OF LTD., PASSED BY THE SIGNATURES OF ALL OF THE DIRECTORS, ON THE DAY OF , 20 , PURSUANT TO THE PROVISIONS OF THE BUSINESS CORPORATIONS ACT. AMALGAMATION WHEREAS it is desirable that the Corporation amalgamate with its wholly-owned subsidiary corporation, Inc. pursuant to section 178(1) of the Business Corporations Act of Saskatchewan; NOW, THEREFORE, BE IT RESOLVED: THAT the amalgamation of the Corporation and Inc. under the Business Corporations Act of Saskatchewan pursuant to subsection (1) of section 178 thereof be and the same is hereby approved; THAT, subject to the issuance of a Certificate of Amalgamation pursuant to section 179 of the Business Corporations Act, all shares of the authorized capital of the subsidiary corporation, including all such shares which have been issued and are outstanding at the date hereof, be and the same are hereby cancelled without any repayment of capital in respect thereof; THAT Articles of Amalgamation of the amalgamated corporation shall be the serve as the Articles of Continuance of the Corporation dated as amended by Articles of Amendment dated ; THAT no securities shall be issued by the amalgamated corporation in connection with the amalgamation; and THAT any one officer of the Corporation be and is hereby authorized to do all things and to execute all instruments and documents necessary or desirable to carry out and to give effect to the foregoing. WITNESS the signature of all of the Directors of the Corporation the day and year set forth above. ______________________________


P - 36 Saskatchewan: Bar Admission Program Corporate Commercial - Corporate Changes Precedents - Amalgamations Short Form Amalgamation Pursuant to Section 178 Resolution of Directors Approving Vertical Amalgamation



Saskatchewan: Bar Admission Program P - 37 Corporate Commercial - Corporate Changes Precedents - Amalgamations Short Form Amalgamation Pursuant to Section 178 Short Form Amalgamation Agreement

THIS AGREEMENT MADE AS OF THE DAY OF , 20 . BETWEEN: , a body corporate incorporated under the laws of the Province of Saskatchewan, (hereinafter referred to as " "),



OF THE SECOND PART WHEREAS is the wholly-owned subsidiary of and the parties have agreed to amalgamate upon the terms and conditions hereinafter set forth; NOW THEREFORE this Agreement witnesseth as follows: 1. In this Agreement, the expression "Amalgamated Corporation" means the corporation continuing from the amalgamation of and .

2. and hereby agree to amalgamate under the provisions of section 178 of the Business Corporations Act (Saskatchewan) and to continue as one corporation upon and subject to the conditions herein set forth.

3. The name of the Amalgamated Corporation shall be " ".

4. The registered office of the Amalgamated Corporation shall be at Saskatchewan.

5. The Articles of Amalgamation of the Amalgamated Corporation shall be those of attached hereto as Schedule "A".

6. The names and addresses of the first directors of the Amalgamated Corporation shall be as set out in the attachment to this Agreement marked as Schedule "B".

7. The issued shares of shall be cancelled without any repayment of capital and no security shall be issued by the Amalgamated Corporation in connection with the amalgamation.


P - 38 Saskatchewan: Bar Admission Program Corporate Commercial - Corporate Changes Precedents - Amalgamations Short Form Amalgamation Pursuant to Section 178 Short Form Amalgamation Agreement

8. The Bylaws of , a copy of which are set forth in the attachment to this Agreement marked as Schedule "C", shall be the bylaws of the Amalgamated Corporation.

9. Each of and shall contribute to the Amalgamated Corporation all of its property and assets, subject to all of its liabilities.

10. The Amalgamated Corporation shall possess all the property, assets, rights, privileges and franchises and shall be subject to all the contracts, liabilities, debts and obligations of and .

11. All rights of creditors against the property, assets, rights, privileges and franchises of and and all liens upon their properties, rights and assets, if any, shall be unimpaired by such amalgamation and all debts, contracts, liabilities and duties of and shall thenceforth attach to and may be enforced against the Amalgamated Corporation.

12. The officers of the Amalgamated Corporation shall be those persons set out below, holding the offices set opposite their respective names:

Name of Officer Office Held in Amalgamated Corporation 13. The aforesaid officers of the Amalgamated Corporation shall be vested with the authority to manage the Amalgamated Corporation in accordance with and subject to the Business Corporations Act, the Articles of Amalgamation and the Bylaws of the Amalgamated Corporation. IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written. Per: ___________________________ Per: ____________________________


Saskatchewan: Bar Admission Program P - 39 Corporate Commercial - Corporate Changes Precedents - Amalgamations Statutory Declaration Pursuant to Section 179(2) Statutory Declaration of a Director of One of the Amalgamating Corporations

CANADA ) IN THE MATTER OF THE ) BUSINESS CORPORATIONS ACT PROVINCE OF SASKATCHEWAN ) (SASKATCHEWAN) AND THE ARTICLES ) OF AMALGAMATION OF , AND . TO WIT: )

STATUTORY DECLARATION I, , of the of , in the of , DO SOLEMNLY DECLARE THAT:

1. I am a Director and President of , one of the amalgamating corporations (hereinafter called the "Corporation"), the other amalgamating corporations being and , and as such have personal knowledge of the matters herein declared to.

2. I have conducted such examinations of the books and records of the Corporation and have made such inquiries and investigations as are necessary to enable me to make this Declaration.

3. I have satisfied myself, as of , 20 , that there were reasonable grounds for believing that:

(a) The Corporation is, and the amalgamated corporation resulting from the amalgamation, namely, , will be, able to pay its liabilities as they become due;

(b) The realizable value of the assets of the amalgamated corporation will not be less than the aggregate of its liabilities and stated capital of all classes.

4. There were as of , 20 reasonable grounds for believing that no creditor will be prejudiced by the amalgamation.

5. I make this solemn declaration conscientiously believing the same to be true and knowing that it is of the same force and effect as if made under and by virtue of the Canada Evidence Act. DECLARED BEFORE ME at the City of ) Saskatoon, in the Province of ) Saskatchewan, this ____ day of ) ___________________, A.D. 20 . ) ______________________________ ) ___________________________________ )

A COMMISSIONER FOR OATHS in and for the Province of Saskatchewan. My Commission expires _________________ - OR being a Solicitor.


P - 40 Saskatchewan: Bar Admission Program Corporate Commercial - Corporate Changes Precedents - Amalgamations Statutory Declaration Pursuant to Section 179(2) Statutory Declaration of a Director of One of the Amalgamating Corporations



Saskatchewan: Bar Admission Program P - 41 Corporate Commercial - Corporate Changes Precedents - Amalgamations Statutory Declaration Pursuant to Section 179(2) Statutory Declaration of a Director of Both of the Amalgamating Corporations

CANADA ) IN THE MATTER OF THE ) BUSINESS CORPORATIONS ACT PROVINCE OF SASKATCHEWAN ) (SASKATCHEWAN) AND THE ARTICLES ) OF AMALGAMATION OF LTD., TO WIT: ) AND INC.

STATUTORY DECLARATION I, , of the of in the of , , MAKE OATH AND SAY THAT:

1. I am a Director and Officer of each of Ltd. and Inc., and as such have a personal knowledge of the facts and matters hereinafter deposed to, except where stated to be on information and belief and where so stated I do verily believe them to be true.

2. Effective , 20 , Ltd. wishes to amalgamate with Inc., under s. 178(1) of the Business Corporations Act, Ltd. being a Saskatchewan corporation and the sole shareholder of Inc.

3. Each amalgamating corporation is, and the amalgamated corporation will be, able to pay its liabilities as they become due.

4. The realizable value of the amalgamated corporation's assets will not be less than the aggregate of its liabilities and stated capital of all classes.

5. No creditor will be prejudiced by the amalgamation.

6. I make this Statutory Declaration pursuant to section 178(1) of the Business Corporations Act of the Province of Saskatchewan for the purpose of persuading the Director of Corporations for the Province of Saskatchewan to issue Articles of Amalgamation amalgamating Ltd. and Inc.

7. I make this solemn declaration conscientiously believing it to be true and knowing that it is of the same force and effect as if made under oath by virtue of the Canada Evidence Act. DECLARED BEFORE ME at the City of ) Saskatoon, in the Province of ) Saskatchewan, this ____ day of ) ____________________________ ___________________, A.D. 20 . ) ___________________________________ ) A COMMISSIONER FOR OATHS in and for the Province of Saskatchewan. My Commission expires ________________ - OR being a Solicitor.


P - 42 Saskatchewan: Bar Admission Program Corporate Commercial - Corporate Changes Precedents - Amalgamations Statutory Declaration Pursuant to Section 179(2) Statutory Declaration of a Director of Both of the Amalgamating Corporations



Saskatchewan: Bar Admission Program P - 43 Corporate Commercial - Corporate Changes Precedents - Dissolutions Special Resolution of Shareholders to Dissolve Corporation Under Section 203(2)

RESOLUTION OF THE SHAREHOLDERS OF LIMITED, PASSED BY THE SIGNATURE OF ALL THE SHAREHOLDERS, AS OF THE DAY OF , 20 , PURSUANT TO THE PROVISIONS OF THE BUSINESS CORPORATIONS ACT. DISSOLUTION OF THE CORPORATION WHEREAS it is desirable that the Corporation be dissolved and its property distributed and its liabilities discharged; NOW, THEREFORE, BE IT RESOLVED AS A SPECIAL RESOLUTION: THAT the Corporation be dissolved voluntarily pursuant to section 203(2) of the Business Corporations Act of Saskatchewan; THAT the Directors of the Corporation be and they are hereby authorized to cause the Corporation to forthwith discharge any liabilities and distribute any remaining property of the Corporation to the shareholders of the Corporation; WITNESS the signatures of all of the Shareholders of the Corporation as of the day and year set forth above. ___________________________________ ___________________________________


P - 44 Saskatchewan: Bar Admission Program Corporate Commercial - Corporate Changes Precedents - Dissolutions Special Resolution of Shareholders to Dissolve Corporations Under Section 203(2)



Saskatchewan: Bar Admission Program P - 45 Corporate Commercial - Corporate Changes Precedents - Dissolutions Dissolution Pursuant to Section 203(2.1) Special Resolution of Shareholders to Dissolve Corporation

RESOLUTION OF THE SHAREHOLDERS OF LIMITED, PASSED BY THE SIGNATURE OF ALL THE SHAREHOLDERS, AS OF THE DAY OF , 20 , PURSUANT TO THE PROVISIONS OF THE BUSINESS CORPORATIONS ACT. DISSOLUTION OF THE CORPORATION WHEREAS it is desirable that the Corporation be dissolved and its property distributed and its liabilities discharged; NOW, THEREFORE, BE IT RESOLVED AS A SPECIAL RESOLUTION: THAT the Corporation be dissolved voluntarily pursuant to section 203(2.1) of the Business Corporations Act of Saskatchewan; THAT the Directors of the Corporation be and they are hereby authorized to cause the Corporation to forthwith discharge any liabilities and distribute any remaining property of the Corporation to the sole shareholder of the Corporation; THAT the Corporation discharge any liabilities and distribute any remaining property prior to sending Articles of Dissolution to the Director of Corporations. WITNESS the signatures of all of the Shareholders of the Corporation as of the day and year forth above. _________________________________ _________________________________


P - 46 Saskatchewan: Bar Admission Program Corporate Commercial - Corporate Changes Precedents - Dissolutions Dissolution Pursuant to Section 203(2.1) Special Resolution of Shareholders to Dissolve Corporation



Saskatchewan: Bar Admission Program P - 47 Corporate Commercial - Corporate Changes Precedents - Dissolutions Dissolution Pursuant to Section 203(2.1) Declaration Respecting the Distribution of Property and Discharge of Liabilities

IN THE MATTER OF THE BUSINESS CORPORATIONS ACT

AND IN THE MATTER OF THE DISSOLUTION OF LTD.

I, _________________________________, of , in the Province of Saskatchewan, DO SOLEMNLY DECLARE AND SAY THAT: 1. I am a director of Ltd. and as such have personal knowledge of all of the facts herein deposed to except where stated to be on information and belief and where so stated I verily believe the same to be true. 2. Ltd. has no liabilities to any party whatsoever and is eligible to be dissolved pursuant to section 203(2.1) of the Business Corporations Act. AND I MAKE THIS SOLEMN DECLARATION conscientiously believe it to be true and knowing that it is of the same force and effect as if made under oath and by virtue of the Canada Evidence Act. DECLARED before me at the ) of , in the Province of Saskatchewan, this ______ day of _____________, 20___. ) ____________________________ ) ) ___________________________________ )

A COMMISSIONER FOR OATHS in and for the Province of Saskatchewan. My Commission expires: _______________ OR - Being a Solicitor.


P - 48 Saskatchewan: Bar Admission Program Corporate Commercial - Corporate Changes Precedents - Dissolutions Dissolution Pursuant to Section 203(2.1) Declaration Respecting the Distribution of Property and Discharge of Liabilities



Saskatchewan: Bar Admission Program P - 49 Corporate Commercial - Corporate Changes Precedents - Dissolutions Long Form Dissolution Pursuant to Section 204 Special Resolution of Shareholders to Dissolve Corporation

RESOLUTION OF THE SHAREHOLDERS OF LIMITED, PASSED BY THE SIGNATURE OF ALL THE SHAREHOLDERS, AS OF THE DAY OF , 20 , PURSUANT TO THE PROVISIONS OF THE BUSINESS CORPORATIONS ACT. DISSOLUTION OF THE CORPORATION WHEREAS it is desirable that the assets of the Corporation be liquidated and that the Corporation be wound-up and dissolved in accordance with the provisions of the Business Corporations Act; NOW, THEREFORE, BE IT RESOLVED AS A SPECIAL RESOLUTION: THAT the assets of the Corporation be liquidated and that the Corporation be wound-up and dissolved pursuant to section 204 of the Business Corporations Act of Saskatchewan; THAT the Directors of the Corporation be and they are hereby authorized to enter into all such agreements and execute and deliver all such notices, declarations, filings and other instruments and documents as they in their opinion and on the advice of counsel deem necessary to effect the said liquidation and winding-up and dissolution. WITNESS the signatures of all of the Shareholders of the Corporation as of the day and year set forth above. ____________________________________ ____________________________________


Documents

CORPORATE CHANGES - Law Society of Saskatchewanredengine.lawsociety.sk.ca/.../CPLED200405CorporateChanges.pdf · Class of Shares, with the Authority ... Corporate Commercial - Corporate