HomeMy WebLinkAbout953415CANADA
PROVINCE OF ALBERTA
TO WIT:
NOTARIAL CERTIFICATE
RECEIVED 5/12/2010 at 10:46 AM
RECEIVING 953415
BOOK: 747 PAGE: 122
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
122
I, the undersigned, RACHEL L. DESROCHES a Notary Public in and for the Province of
Alberta, Country of Canada, hereby certify that the attached are true and correct copies of the:
Letter from the Montana Secretary of State approving the filing of the merger of Entech
Gas Ventures, Inc. "Entech the Montana Power Gas Company "MPGas and Xeno,
Inc. "Xeno into North American Resources Company "Narco
Articles of Merger of Entech, MPGas, Xeno and Narco,
Plan of Merger, clause 5 of which states that the surviving corporation's Articles of
Incorporation will be amended to change the name of the surviving corporation to
PanCanadian Energy Resources Inc., and
Addendum to Articles of Merger,
the said copies having been compared by me with the original document and found to be true in
every respect. AN ACT WHEREOF BEING REQUESTED, I have granted the same under my
notarial form and seal of office to serve and avail as occasion shall or may require.
IN WITNESS WHEREOF I have hereunto set my hand and seal at Calgary,
Alberta, Canada, this 11 day of January 2002.
H:tCORPSECNbtary 4OTCERT dimmer Narcodoc
11111 IMAM II 11111111111 11111111111 filif iFHUli111l1
RECORDED 1/31/2002 AT 09.00 AM REC* 1353207 BKO 0669 PGM 0531
LORETTA BAILIFF, CLERK of SWEETWATER COUNTY, WY Pogo 1 of 5
Business Services Bureau
Pat Haffey, Deputy
ROBERT T LINCOLN
DUNNINGTON BARTHOLOW MILLER
666 THIRD AVENUE
NEW YORK NY 10017 -5683
Sincerely,
Bob Brown
Secretary of State
Enclosure
e
SECRETARY OF STATE
STATE OF MONTANA
BOB BROWN
041,')123
PRIORITY
Montana State Capitol
PO Box 202801
Helena, MT 59620 -2801
(406)444 -3665
http: /www. state.mt.us /sos/
RE: OF ENTECH. GAS
VENTURES, I1N3
MONtAI i..; POWER GAS
NORTH LRTC
RES0VRCES COMPANY
ARTICLE OFF:MERGER;
Date cif..Filing:. cember 28;:'2001.
Filing NUMber. D05 38:576
January 8, 2002
Dear Mr. Lincoln:
I've approved the filing of the documents for the
above named entity. The document number and
filing date have been recorded on the original document. This letter serves as your certificate
of filing and should be maintained in your files for future reference.
Thank you for giving this office the opportunity to serve you. If you have any questions in
this regard, or need additional assistance, please do not hesitate to contact the Business
Services Bureau professionals at (406) 444 -3665.
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RECORDED 1/31/2002 AT 09 AM RECO 1353287 BKM 0669 PCM 9532
LORETTA BAILIFF, CLERK of SWEETWATER COUNTY, WY Fag* 2 of 5
You can correspond with our office via facsimile. Our fax number is (406) 444 -3976. You can now fax in
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To the Secretary of State
State of Montana
ARTICLES OF MERGER
OF
ENTECH GAS VENTURES, INC.,
THE MONTANA POWER GAS COMPANY,
XENO, INC.
AND
NORTH AMERICAN RESOURCES COMPANY
31
STATE OF MONTANA
FILED
UL 23 2001�o.
SECRETARY OF STATE
c o 5--, ery
Pursuant to the provisions of the Montana Business Corporation Act, the undersigned Montana
business corporations do hereby submit the following Articles of Merger.
1. Annexed hereto and made a part hereof is a Plan of Merger for merging Entech
Gas Ventures, Inc., The Montana Power Gas Company and Xeno, Inc. with and into North
American Resources Company, as approved by the Board of Directors of all of the corporations
on December 19, 2001. PanCanadian Energy Inc., a Delaware corporation, as the holder of all of
the issued and outstanding shares of each of the four corporations party to the mergers, approved
the Plan of Merger on December 19, 2001 and waived the requirements of mailing a copy of the
Plan of Merger.
2. The aforesaid PIan of Merger was adopted in accordance with the provisions of
Section 35 -1 -813 of the Montana Business Corporation Act on December 19, 2001.
3. The effective time and date of the mergers herein provided for shall be 11:00 p.m
on December 31, 2001.
Executed on December o10 2001
ENTECH GAS VENTURES, INC. XENO, INC.
By: 0/IMh
Name of offic r: Rachel Desroches
Title of officer: Assistant Secretary
By:
THE MONTANA POWER GAS COMPANY
el U .zvAle.Gxv 3
Name of officer: Rachel Desroches
Title of officer: Assistant Secretary
By: "(OA -1444
Name of officer: Rachel Desroches
Title of officer: Assistant Secretary
NORTH AMERICAN RESOURCES
COMPANY
By: i i0mAttbito
Name of officer: Rachel Desroches
Tide of officer: Assistant Secretary
111111 11111 11111 I b it 1111111111 11111 11111 1111111 1111111111 11111111111111111 1111
RECORDED I/31/2002 AT 09:00 AN RECO 1353207 BKO 0669 PGN 8533
LORETTA BAILIFF, CLERK of SIJEETWATER COUNTY, WY Page 3 of 5
PLAN OF MERGER
a.25
1. Entech Gas Ventures, Inc., a business corporation of the State of Montana, "EGVI The
Montana Power Gas Company, a business corporation of the State of Montana "MPGC") and
Xeno, Inc., a business corporation of the State of Montana "Xeno are hereby merged with and
into North American Resources Company, a business corporation of the State of Montana
"NARCO pursuant to the provisions of Section 35 -1 -813 of the Montana Business Corporation
Act. All of the issued and outstanding shares of EGVI, MPGC, Xeno and NARCO are owned by
PanCanadian Energy Inc. a business corporation of the State of Delaware.
2. The separate existence of EGV1, MPGC and Xeno shall cease at the effective time and date
of the mergers, and NARCO shall continue its existence as the surviving corporation pursuant to
the provisions of the Montana Business Corporation Act.
3. The issued shares of EGVI, MPGC and Xeno shall not be converted in any manner, but
each said share, which is issued at the effective time and date of the mergers, shall be surrendered
and extinguished.
4. The Articles of Incorporation of the surviving corporation, as now in force and effect,
shall continue to be the Articles of Incorporation of said surviving corporation, except as
amended in accordance with paragraph 5 below, and said Articles of Incorporation as so amended
shall continue in full force and effect until further amended and changed in the manner
prescribed by the provisions of the Montana Business Corporation Act.
5. At the effective time of the mergers Article 1 of the surviving corporation's Articles of
Incorporation will be amended to change the name of the surviving corporation to PanCanadian
Energy Resources Inc.
6. The present by -laws of the surviving corporation will be the by -laws of said surviving
corporation and will continue in full force and effect until changed, altered, or amended as
therein provided and in the manner prescribed by the provisions of the Montana Business
Corporation Act.
7. The directors and officers in office of the surviving corporation at the effective time of the
mergers shall remain and be the members of the Board of Directors and the officers of the
surviving corporation, all of whom shall hold their directorships and offices until the election and
qualification of their respective successors or until their tenure is otherwise terminated in
accordance with the by -laws of the surviving corporation.
8. The Board of Directors and the proper officers of each of EGVI, MPGC, Xeno and
NARCO are hereby authorized, empowered, and directed to do any and all acts and things, and to
make, execute, deliver, file, and /or record any and all instruments, papers, and documents which
shall be or become necessary, proper, or convenient to carry out or put into effect any of the
provisions of this Plan of Merger or of the mergers herein provided for.
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RECORDED 1/31/2002 AT 09 m0 An RECN t353207 BKN 0669 PG* 8533
LORETTA BAILIFF, CLERK of SWEETWATER COUNTY, WY Page
16:11 DEC 28, 2001
TEL N0: 212 894 -8888
P. \RTLFILES \PANCDN \Nano \Pecs \Addendum Act- mcrger.da282001.versson #3 doc
ADDENDUM TO
ARTICLES OF MERGER
The Plan of Merger for merging En tech Gas Ventures, Inc., The Montana Power Gas
Company and Xeno, Inc. with and into North American Resources Company, was approved by the
Unanimous Wntten Consents of the respective Board of Directors of all of the corporations on
December 19, 2001. PanCanadian Energy Inc., a Delaware corporation, "PEI as the holder of all
of the issued and outstanding shares of each of the four corporations party to the merger approved
the Plan of Merger on December 19, 2001 by Written Consent of the Sole Shareholder.
PEI (a) owns 10 shares of common stock of Entech Gas Ventures, Inc. and voted all such
shares in favor of the Plan of Merger; (b) owns 10 shares of common stock of The Montana Power
Gas Company and voted all such shares in favor of the Plan of Merger, (c) owns 300 shares of
common stock of Xeno, Inc. and voted all such shares in favor of the Plan of Merger; and (d) owns
49,000 shares of common stock of North American Resources Company and voted all such shares
in favor of the Plan o E Merger.
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RECORDED 1/31/2002 AT 09:00 AM RECO 1353207 BK0 0669 PG* 8535
LORETTA BAILIFF, CLERK of SWEETWATER COUNTY, WY Page 5 of 5
126
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':427
STATE OF WYOMING
S
COUNTY OF SWEETWATER
I, Steven Dale Davis, County Clerk within and for the County and
State aforesaid do he heretv certify, t�foe o' to be t ue and
complete copy of �l ��aTQ
IN TESTIMONY WHEREOF, 1 have hereunto subscribed my
hand and affixed the official seal of said Cg�nty, at my office in
Green River, Wyoming 4 his day of
A.D. Z71,0
STEVEN DALE DAVIS COUNTY CLERK
B N\ AW (s\a0 Deputy