Document 279KZp9dQ9bDnn2DzLZ1DJr

Q LETTERS PATENT - WOOWORATINO - CARETS-CANADIAN HINES LTD. Dated.......................... 14th February, 1955. Department of Consumer end Corporate Affairs Registration Division, Ottawa, July 27, 1982.I I hereby certify the within to be a true and faithful copy of the record of the original Letters Patent as entered on Film 21-, Document 50. .AAA.,*. VV T > > * K Deputy Registrar General of Canada > DEFENDANT'S EXHIBIT 754 ALL-STATE LEGAL W-VTVO. Y;,t Canada By the fccaoar.W. .CZ; ?IK*B3, Secretary of State of Canada. 10 uii to wnom inc*c piocaix : GREETING: WHEREAS, tn *ft(/ tj fart / o/ Chapter S3 of tSt Ketimt .<utwir td C*n*4*. IMi iw > t*f CVmHnrn 4(. It if. Atr.KUig't vtncr frfiffxs ic/rffN'l cKJU'toi :/)4( (Ar Ncvr*:a.*v n# >m(i W CA<fa iwi,,.Ar truer* under hit *eaJ */ grant 4 it* n.T flttmfvr 4a /wtmmti net than thiw l"1 &*. luwijf eumpUed aith the tequirrntenu nf the *+,j !.. 4/yV'f t,Sm(W. i4>A(iiuiint fu*.h /<mmf <J yfhrr* /. thereafter Ifweif rhatetuUderj oi tlit oon/yftr fhcrrhy <rr4trf i h^r corjvrate and (Wiia ef the purf;-** or *W-#*vi* to AiVA i/it fr^iiZi'itfu(A<vitr tAr/whamem W Ctu.* rur.iJf. eicepi the <\*sfrue:a*n tni erliR ii kAia l**n</4 <v / tefefrerdi nr telephone hurt withut "*AaJe, the tutfae** of lAr ir.Miinf 0/ ,*Ar iVu^iiA anj htttith fntutanee kompanm .let, 1A1 huune** 4 (in*; ivm/wtr vkAia lAt ttt4.i:'i;t (/ (At Twit Companies Act. the burner* tU 4 M44 caayune within the mnnii/ ,/ lAr luan Ci>^*A>n .(*'(. atf (Ar butfnetr of hankmg and the tuue ut paper meney, upatn the ififW^ntf therein* etteS!i*htnt to the tnu'tisetie* of tr.e Secretary of State 0/ tfue compliance aith the metal condition* end tetmu ! he (,V yn/ Act eet forth and thrrehr made cvndnionr precedent ta the gtemtiag of tueh ehtrtet; . AND WHEREAS A1UX AX535 EASES, EXE 01377 C*XXXX1L, 30XA12 X3*7cX BTIA* *o4 S3HC1 E1C2I KcSCXAlL, ail fear 0f tar fcajaaty'a Jouaaal lara4 ia tU lav for tb# ?rvtlae ef %uab3, aai <A17S ASStlX fCKKStS, Atfvoeato, all of tb* tiltf af iwatraal, j *tt uii i*rctia;t of yut^tc,..........................-............................................................................................ kite made ;*p.7<r4tiva for tAvstf tiatfrr the eaid Act, eonttituting them end tueh otkett a* m*f bceume thsrchetden im (hr eempaay thereby crested a l<dr corporate 4ad politic under the msme of SAaZT-UXAXIS V1XS3 172. (' e pui^Mif hereinafter mentioned, sad ha*e uatitfectorih e*tah!hhed the mfTieieney of alt fuoctedingi required by tf ii Act ta tc taken, and the truth and rutticienee *d alt /sett required to he ettaUuhed pm tout to the granting of tueh Utierr patent, and Atrt tirfin the t*ep*stment of the Setrttary of State a duplicate oi the memorandum ef agreement eteeused /; the arid applicant/ ta conformity with the pemtuoeit of the antd Act: ... NOW KNOW YE that t, 2;s ................................................... ?w#,#r.1 nf State ut Canada, itacr* the authority of the ii4 Act. da, Ly the*e fetten patent, eomtUtmtc the aafd mzs KXZZX, EXE S122?f C'XXXSJ., XK1L2 XZfTCX 3fS3J. EfiSCt ZUCCl EC3CXALL *al a.iTJ C~XiCS'l*-**-**-***<-**,**"***"* 1 a /.< m** thaeeh'ifdcrt in the Certtf+ay a Utdr corporate and jeditic under the name of ' t * * *n,t f,, ei' 2Ar.KT-:i::iD:AX tISiS 172. ette-f |.i *; , .t. . t f..t the / , r.tf fhieeft, dimt//.*- to ... ' ... la *) 1 i;a br*r.i -J t;.* a.aiaes* c * . ' --- - . - . -- . ... ilala. : ellllaj .Dnt:i *ad etr.*r clo<r*l. to ill*. ta*rry, tore, all! tad ;r;sr* ref *: by *sy proa*** *11 cr *ar *ib.-to* cr ott*r *.in*r*l* or ctttllle product* or or** *ad to c*cafetare prodaat* tad by-prcau.-t* tbtr*free *ad to tr*i la it* preauat* ef ust. eioe* *ud c*sgf*sture. ft* epr*tlcat cf tt* doepoy cy b* e*rri*d ca ttrou<;tK<it -'*a*l* tad ltit*r*. .. , ft* te*d effla* of tb* Otcpaoy *111 b* *ltu*t t.tb* feu of Z*at a tb* ?rorlar* of ;aiHc. "" tt* *i* iujcc isc?o- imsix, srss aisff c*jox.u., scxaid ssrck srsti;), ISSCt SC IX IrOCVSAil >:l fdlTW ACSTIS JCESJCS *r to 0* It* flrat dlrutorx of tb* doaptay. ' ft rtpitol <*.:< of tt* .'car*if *ball 9* fi** tuadrtd tkouaud delltr* dirldel lato fir* tbocttsl 15,0.0) *t*r* of tt* par valu# ef ee* hualr.i dollar* tilJOl *rt, xaSJtas to tt* last**** of *uah capital atoot uadr tt* prorl*ica* ef tt* >tll l:t. 4 * ' . JUd It 1* t*r*ry orllai aad daalarad tb*t, *ta aatborlred bp bp-la*, duly p****i by tt* director* and aacctlcntd y *t lost twc-tblrd* l?/JI ef tt* tot** ert t t tpaaial iartl s*tl=< of tt* <b*r*te:o*r* aoly ealltd for eecaidarlac tt* by-law. tt* director* of tt* Joapaay aay frot tit* to tit* (a) borrew casty upaa tt* cr*llt of tt* Jcapaoy; . lb) Halt or iacraaat tt* aaauat to b* berrowad; '. iej i**u* datwatura* or ctt*r aaauriti** ef tt* Coapaay; (d) pi*dd* or **11 auch dabantur** er ottar aearltl for ueb aus* aad at^aaet prlct* a* ay b* Caaaad *xp*al*at; aed - \ ~' - *. . ,*) cor;*, typettaeata, ct*r** er piati* *11 or aay of tt* rlf*ad.-pr.-tr.-l preparty. pr**at aad futara, ttaaartatin^ tad rldtt* of tt* oapaty.;vr -c:- way pact daoaatura* or ettar aaaerdtlaa er aey aaaey otrrc*d or aay alter liability cf tt* gotpaoy. . yoctici la ttl* clausa coBlslacd aball Halt or rastrlet tt* borrowing of eca*y ay tl< icaptay os ollH ef f:taa*- or predatory aota* *.*!*, drau, *::cpt*d or aadorjed by or es batalf of tb* leaptay. ' - gi? . ?A,4fc:r '* it it turtf.it .4-Uinf! *n4 titrUtrJ th*t n*.itiir,c it* r.'.cx f*/rcnc <* cunt*inc4 thtU U to *+t..:r:tr the */ '.f ra!**} * <tk<n Or* is *4 cf tt.'esrti.h oe '*. **#i< /inri(/xn O*. ste.th* lu*,- Ke>* *^ t&*vf*Aee *:tu:a t/.e mt+r.r. w tl.t Ci.n*di+n *ui Lnti'k tnwfice Cutr.}*ttti ,|f(, the Luu*+\t *f - hun ft '4/", * "*"** r.r the Ttv*t i`.rif-'.r.ie* .U J, the f.u*me*< *.f m bton i*dn,j.<uf) .**, <* f..< ItK/ifM */ *(.' the **e v n^r.ey. #/.* n.r*mr/ ,' tfr Lma cuts- v m x/c/ r:rt.T.ri,t# a </rr*4 ti.n fcj?teatl Jy cf rora*r;', on* ttcu>*;.a alt* tuaared >Ai J o SUPPLEMENTARY LETTERS PATENT TO CARET-CANADIAN MINES LTD, Dated 25th February, 1964 DEPARTMENT OF CONSUMER AND CORPORATE AFFAIRS JtSOISTRATIOK DIVISION Ottawa, July 27, 1982. 1 hereby certify the within to be true end faithful copy of the record of the original Supplementary Letters Patent as entered on Film 152, Document 198. > ah** < ni((,i Canaba JBp tfje ?ecretarp of ibtate of Canada. . Co all to tofjom tfjcse presents sfjall come, or to&ont tfjt same map in anptoise concern, * ' Greeting: tnufjeceasf CAREY-CANADIAN MINES LTD. (hereinafter re ferred to as "the Company1') uas duly incorporated under the provisions of Part / of Chapter S3 of the Revised Statutes of Canada, 1952, knoun as the Companies Act, by letters patent dated the fourteenth (14th) day of February, one thousand nine hundred andfifty-five (19SS), uith a capital stock office hundred thousand dollars ($500,000) divided into five thousand (S, 000) shares of the par value of one hundred dollars ($100) each; . AND WHEREAS the Company has applied by petition to the Secretary of State of Canada for the issue of supplementary letters patent under the provisions of the said Act amending and varying the provisions of its tetters patent and increasing its capital stock as hereinafter set forth, the uholc in accordance ttith Ey-lau "A", tthich by-tan it as duty enacted by the directors - 2- and sanctioned in the prescribed manner by the shareholders of the Company; - AND WHEREAS the Company has satisfactorily es tablished the sufficiency of all proceedings by the said Act n red to be taken and the truth of all facts by the said Act required to be established previous to the granting of such supplementary letters patent; . NOW KNOW YE that the Secretary of State of Canada, by viriue of the power vested in him by the said Act and of any other power or authority whatever in him vested in this behalf, does by these supplementary tetters patent; (a) in pursuance of the said By-law "A" of the Company, duly enacted and sanctioned as aforesaid, amend and vary the provisions of the letters patent incorporating the Company by designating the saidfive thousand (5,000) shares of the '. par value of one hundred dollars ($100) each of the capital stock of the Company heretofore authorized os five thousand (5,000) common shares of the par value of one hundred dollars ($100) each; , (b) confirm the said By-law "A" of the Company, duly enacted ' and sanctioned as aforesaid, increasing the capital stock of the Company by the creation of two thousand (2,000) six per cent ($9~) non-cumulative redeemable preferred shares of the par value of one dollar ($1) each; . so that the authorized capital of the Company skatl be as follous;-- "The capital stock of the Company shatl be five hundred and two thousand dollars > divided into luo (f -3 - thousand (2,000) six per cent (6%) non-cumulativc redeemable preferred shares of the par value of one, dollar ($1) each and five thousand (5,000) common shares of the par value of one hundred dollars, ($100) each. ' The said six per cent (5%) non-cumulative redeemable preferred shares (hereinafter referred to as the 'preferred shares') and the said common shares shall respectively carry and be subject to the following preferences, priorities, rights, privileges, limitations and conditions, that is to say4 . 1. The preferred shares shall confer upon the holders thereof, in priority to the holders of the common shares, the right to a preferential dividend at the rate of six per cent (6%) per annum on the amount paid up thereon. Such dividends on the preferred shares shall be non-cumulative and, accordingly, if not paid in whole or in part in any year or years, the holders Of the preferred shares shall not be entitled to be paid any suck deficiency from out of the net profits of any previous or subse quent year or years. After, but not until, the full dividend of six per cent (0%) per annum has been paid or set aside for the preferred shares in any year, any and all of the surplus profits of that year to be distributed in dividends shall be distributed pro rata to the holders of the common shares in proportion Ic the amount paid up thereon. The above-mentioned dividetds on the preferred shares to be paid in any year may he paid, if declared, ir, ultole or in part out of the net profits of any previous year or years set aside by the directors as hereinafter provided, and such dividends on the preferred and common shares may be (aid annually, :eu:t-annualty, quarterly or o.'l'-'rit isr,.. / -4- otheruisc as the directors moy decide. ' .. 2. The declaration of the above-mentioned dividends shall be uithin the sole discretion of the directors and shall be payable as and uhen declared and the directors may, before declaring any dividend, set aside out of the net profits of the Company such sums as they, in their absolute discretion, think conducive to the interests of the Company and may utilize the several sums so set aside in such manner as the directors may deem advisable in the interests of the Company. ' ' .<* 3. Upon a sale, u-inding up (uhether voluntary or otheruisc), bankruptcy, dissolution, liquidation or dis tribution of the assets of the Company, the assets of the Company, including any and all reserve funds available for distribution, shall be employed- in repaying to the holders of the preferred shares the amount paid up thereon, together uith all dividends declared and unpaid, and such repaying shall be in priority to any payment or distribution to the holders of the common shares. The holders of preferred shares shall have tio further right to participate in the distribution of the assets of the Company. The balance of the said assets shall be distributed pro rata to the holders of the common shares in proportion to the amount paid up thereon, 4. At all amuial, special general or other meetings of shareholders of the Company, the holders of the common shares and of the preferred shares shall have one (1) vole for each such share held (hem. t -5- S. Subject to the provisions of section 61 of the Companies Act, the Company shall have'the right, at its option, upon notice as hereinafter provided, to redeem in Canadian currency ajl or any part of the preferred shares by paying for each share to be redeemed the amount paid up thereon. If the Company desires at any time to redeem less than all the outstanding preferred shares, the shares to be redeemed shall be selected pro rata from the respective holdings of preferred shares of the share holders of the Company. Hot less than seven (7) days' notice in u riling of the redemption of any such preferred shares shall be given by mail addressed to the registered holders thereof, at the last address of each such holder as it appears in tlu books of the Company, or in the event of the address of such shareholder not so appearing then at the last knou.n address of such shareholder, specifying the dale and place of such redemption. If notice of any such redemption be given by the Company in the manner afore said, the holders of such preferred shares so called for redemption shall thereafter have no rights in or against the Company and no other right except, upon surrender of certificates for preferred shares so calledfor redemption, to receive payment of the redemption price. Preferred shares redeemed under the provisions hereof slutll not be reissued. 6. Subject to the provisions of section 61 of the Contpanics Act, the Company may at any time or times, upon resolution of the board of directors, purchase for cancellation the or any (tart of the preferred shares outs tar..:.- .. -6- ^^outstanding from lime to time by invitation for tenders addressed to all the holders of record of the preferred shares outstanding at the last address of each such holder as it appears upon the books of the Company, or, in the event no such address appears, at the last krtottn address of said shareholder, at the loiiest price at uhich, in the opinion of the board of directors, suck shares are obtain able, but never at a price in excess of the redemption price. If the Company desires at any time to purchase for cancellation less than all the outstanding preferred shares, the shares to be so purchased shall be selected pro rata from the respective holdings of preferred shares tendered at the louest price. From and after the date of purchase of any preferred shares under the provisions in this paragraph contained, the shares so purchasedfor . cancellation shall be deemed to be redeemed and shall . mot be reissued." . ' GIVEN under the seal of office of the Secretary of Slate of Cattada at Oltaua this tuenty-fifth day of February, one thousand nine hundred and sixty-four. ' .*>> * a o SUPPLEMENTARY LETTERS PATENT TO - " CAREY-CANADIAN MINES'LTD. ~ Dated 30th December/ 1904. DEPARTMENT OP CONSUMER AND CORPORATE AFFAIRS REGISTRATION DIVISION Ottawa, July 27, 1982. ` I hereby certify the within to be * true and faithful copy of the record of the original Supplementary Letter* Patent a* entered on Film 166, Document 38. fAAA* . VT Jl5 . T XX < jr Deputy tleyitirar Central of Canada * << 4 4 > a* i'A n%(j r> ll Canaba Pp tfje Secretary of ibtate of Canaba. Co all to tofoom tticSc presents sfjall come, or tufjom t$c fame map in auptotse concern, ' ". Greeting: HfjereaS CAREY-CANAD1AN MINES LTD. (hereinafter referred to as "the Company") uas duty incorporated wider the provisions of Pari 1 of Chabter S3 of the Revised Statutes of Canada, 1952, knotin as the Companies Act, by letters patent dated the fourteenth (14th) day of February, one thousand nine hundred andfifty-five (1955/, Kith a capital stock offive hundred thousand dollars 500,000) divided into five thousand (S, 000) shares of the par value of one hundred dollars 100) each; . AKD WHtttEAS the provisions of the said letters patent uere amended by the issue of supplementary letters patent dated the luenty-fifih (25th) day of February, one thousand tune hundred and sixty-four (1964), as a consequence of nldch the presently authorized capital of the Company is five hundred and tuo thousand dollars 502,00C) divided into tuo thousand (2,000) six per cent (6%) non-cumulalivc redeemable preferred shares of the pur value I of... i I* / 2 of one dollar i) each and five thousaiui (5, 0001 common shares of the par value of one. hundred dollars 100) each; AND WHEREAS it has been established: fa) -that all of the Said tuo thousand (2,000) six per-cent (6%) non- cumulative redeemable preferred shares of the par value of one dollar 1) each of the capital stock of the Company uere duly issued ami that subsequently, in accordance uith the conditions attaching thereto in that regard, all of the said tuo thousand (2,000) six per cent (6%) non-cumulative ' redeemable preferred shares uere redeemed by the Company by payments out of the ascertained net profits of the Company tchich had been set aside by the directors of the Company for the purpose of such redemption and that the sum of tuo thousand ' dollars ($2,000), being the par value of the said tuo thousand .(2,000) six per cent (6%) nan-cumulative redeemable preferred shares so redeemed as aforesaid, i.s nou designated m the books of the Company as a capital surplus and (b) that all of the saidfive thousand (S,000) common shares of the par value of one hundred daltars 100) each of the capital stock of the Company have been issued and are outstanding as fully ' paid and turn-assessable; AND WHEREAS the Company luts applied by petition to the Secretary of State of Canada for the issue of supplementary letters patent wider the provisions of the said Act confirming By-lau "B", uldch by-lau uas duly enacted by the directors and sanctioned in the prescribed manner by the shareholders of the Company, reducing the capital stock of the Company as hereinafter set forth; ' AND WHEREAS the Company has satisfactorily established the,.. I-- t S* . ' . - / / / /' -3- the sufficiency of all proceedings by the said Act required to be taken . and the truth of all facts by the said Act required to be established previous to the granting of such supplementary letters patent; ... . ' A:OI!' KNOW YE that the Secretary of State of Canada, by ' "virtue of the potter vested in hint by the said Act and of any other pouer or authority uluitever in him vested in tlus behalf, does by these supple ' mentary letters patent confirm the said By-tau "B" of the Company, duly enacted and sanctioned as aforesaid, reducing the capital stock of the Company by the cancellation of the said tuo Uu>usand (2,000) six per cent (6%) non-cumulative redeemable preferred shares of the par value of one dollar (SI) each heretofore issued and subsequently redeemed by the Company as aforesaid and restoring to earned surplus of the Company the sum of tuo thousand dollars ($2,000), being the amount designated in the boobs of the Company as the capital surplus resultingfrom the redemption of the said tuo thousand (2,000) six per cent (0%) non-cumulative redeemable preferred shares as aforesaid, so that the authorized capital of the Company shall be as folloxs;-- "The capital stock of the Company sluill be five . hundred thousand dollars S00,000) divided into five thousand . (5,000) common stuires of the par value of one hundred dollars 100) each." . GIVEN wider the seal of office of the Secretary of State of Canada at Oltaua this thirtieth day of December, one thousand nine .hundred and sixty-four ft LETTERS PATENT KCfitsoixiacB .. .. confirming the Agreement entered into between CAREY-CANADIAN MINES LTD. - end JIM HALTER BUILDING PRODUCTS LTD. tunalgamating and continuing them as one Company under the name of '< CAREY-CANADIAN MINES LTD. LES MINES CASEY-CANADIENNES LTEE Oattd.................. .. August 31, 1978. Department of Consumer and Corporate Affairs Registration Division, Ottawa, July 27, 1982. I hereby certify the within to be a true and faithful copy of the record of the original Letters Patent as entered on Film 437, Document 192. / IH' r Deputy Registrar General of Canada > CmVjJiI jtKXtS Act C A HA 0A ft Ci I|'i * tOi UJf <w(K.<.f(,ons LETTERS PATENT WIEPEAS CAREY-CANARIAN PINES LTD. and JIM HALTER CURDING PRODUCTS LTD. have entered Into an Aoreement on the 22nd day of August 1978 for their amalgamation and continuance as one Company under the .name of CA.REY-CANADIAN. . NINES LTD. - LES HINES CARET-CANAO1ENHES LTEE. *. ANO WHEREAS the said'Companies have jointly filed with the Minister of Consumer and Corporate Affairs the said Agreement and established the sufficiency of all proceedings required to be taken by the Canada Corporations Act previous to the granting of the letters patent confirming the Agreement. ` THEREFORE, the Minister of Consumer and Corporate Affairs by virtue of the power vested in him by the Canada Corporations Act, does hereby issue letters patent confirming the Agreement entered into between CAREY-CANADIAN MINES LTD. and JIH WALTER'HORDING PRODUCTS LTD. amalgamating and continuing them as one Company under the name of CAREY- CANADIAN HINES "LTD. - LES MINES CAP.EY-CAfiAOIEHNES LTEE in accordance with the terms and conditions set.out in the said Agreement which is attached hereto and forms'a part hereof. DATE of Letters Patent - August 31, 1?78 GIVEN under the seal of office of the Minister of Consumer and Corporate Aff ` 1> * > A '"I'VVyyy'f'' RECOP'DED1 2nd February,'"'1979, Film 437 Document 192 Deputy Registrar General of Canada Kt THIS Amalgamation Agreement entered into this 22nd day of August/ 1978. BETWEEN: CARET'CANAOIAN MINES LTD., hereinafter sometimes called "Carey" ' . OP THE FIRST PART -and- JIM WALTER BUILDING PRODUCTS LTD., hereinafter sometimes called "Jim OP THE SECOND PART WHEREAS Carey was incorporated under the Canada' Corporations Act by letters patent dated February 14, 1955 and supplementary letters patent were issued to Carey dated February 25, 1964, December 30, 1964 and October 26, 1977; WHEREAS Jim Walter was incorporated under the Canada Corporations Act by letters patent dated February 19, 193S and supplementary letters patent were issued to Jim Walter dated December 17, 1940, December 7, 1943, March 17, 1969, May 4, 1970, November 4, 1976 and August 9, 1977> and - WHEREAS Carey and Jim Walter acting under the autho rity contained in said Act have agreed to amalgamate upon the terms and conditions hereinafter set out; and WHEREAS Carey and Jim Walter have each made full disclosure to the other of all their respective assets and liabilities; and . WHEREAS it is desirable that the said amalgamation should be effected; NOW THEREFORE the parties hereto have agreed as follows: ' . 1. In' this Agreement the expression "Amalgamated Com pany" means the Company continuing from the amalgamation of Carey and Jim Waiter, the parties hereto; 2. Carey and Jim Walter do hereby agree to amalgamate under the provisions of section 137 of the Canada Corpora tions Act and to continue as one company under the terms and conditions hereinafter set out;  3. The name of the Amalgamated Company' shall be CAREV-CANADIAN MINES ETO. - EES MINES . CAREV-CANAOIENNES ETEE; 4. The objects of the Amalgamated Company shall be 'as follows! to carry on in all its branches the business of prospecting and exploring for, mining and milling asbestos and other minerals, to mine, quarry, work, mill and pre pare for sale by any process all or any asbestos or other . minerals or metallic products or ores and to manufacture pro ducts and by-products therefrom and to trade in the products of such mines and manufactures! to manufacture and sell metal and wood products; and to manufacture, buy, sell and otherwise deal in goods and services. * 5. The authorized capital of the Amalgamated Company shall be $600,000 divided into 6,000 common shares with a par value of $100 each; 6. The authorized and issued capital of Carey and ' Jim Halter shall be converted into the authorized and issued capital of the Amalgamated Company as follows: (a) the 5,000 issued common shares with a par Value . of $100 each of Carey shall be converted into ' 5,600 issued and fully paid common shares with a par value of $100'each of the Amalgamated Company; . and (b) the 1,000 issued common shares of the par value of $100 each of Jim Halter, shall be converted into 400 issued and fully paid common shares with a par value of $100 each of the Amalgamated Company. After the issue of letters patent confirming this Agreement, the shareholders of Carey and Jim Walter, when . requested by the Amalgamated Company, shall surrender the certificates representing shares held by them in Carey and Jim Halter and in return shall be entitled to receive certificates for shares of the Amalgamated Company on the . ` basis aforesaid; 7. The head office of the Amalgamated Company shall be at the Town of East Broughton-Station, in the Province of Quebec; .. ' 8. The board of directors of the Amalgamated Company, until otherwise determined by by-law, shall consist of five (5) members and the first directors of the Amalgamated Company with their names, callings and postal addresses, shall be the following: . a \ / .V -3- Same Jean-Paul Bolduc R.A. Dewitt Calling Executive Executive Postal Address 779 8th Avenue, Thetford Mines, P.Q. P.0, 8ox 190, East Broughton-Station, Quebec CON 1HO '"' Ross W. Xing Executive 60 Lapierre - Thetford Mines, P.Q. Robert leclerc Advocate j 1203 IBM Building, 5 Place Ville Marie, Montreal/ P.Q. K3B 2H1 Michael Prus Executive 398 Laflamr.e Street, Thetford Mines, P.Q. The said first directors shall hold office until the first annual meeting of the Amalgamated Company or until their successors are elected or appointed. The subsequent direc tors shall be elected each year thereafter at either a general meeting or the annual meeting of the shareholders by a majority of the votes cast at such meeting. The manaoer.er.t ar.s working of the Amalgamated Company shall be under the control of the board of directors from time to time, subject to the provisions of the Canada Corporations Act. . 9. Carey shall contribute to the Amalgamated Company all its assets subject to all its liabilities as more particularly set forth in the balance sheet of Carey as of August 31, 1977 subject to changes since that date in the ordinary course of business. . . 10. Jim Walter shall contribute to the Amalgamated Company all of its assets subject to ail its liabilities as mere par ticularly set forth in the balance sheet of Jin Waiter as of August 31, 1977 subject to changes since that date in the ordi nary course of business. . - 11. The Amalgamated Company shall possess all the property, rights, assets, privileges and franchises and shall be subject to all the contracts, liabilities, debts and obligations of Carey and Jim Walter; ' 12. All rights of creditors against the property, rights, assets, privileges and franchises of Carey and Jim Walter and all lions upon their property, rights and assets shall be un impaired by such amalgamation and all debts, contracts, liabili ties and duties of Carey and Jim Walter shall thenceforth attach to the ` Amalgamated Company and may be enforced against it. /V * A,. / 13. Ho action or proceeding by or'agairist Carey or Jin Halter shall abate or be affected by such amalgamation but, for all purposes of such action or proceeding, the name of the Amalgamated Company shall be substituted in such action or proceeding in place of Carey and Jim Halter. ' 14. The by-laws of Carey shall, to the'extent not in consistent with this agreement, be the by-laws of the Amalgama ted Company, until repealed, amended, altered or added to. . IS. Upon the shareholders of Carey and Jim Walter ' adopting this Agreement, such fact shall be certified upon the Agreement by the Secretary of each of the parties hereto under their respective corporate seals and the parties hereto by- their joint application shall within six months from the final vote of the shareholders, apply to the Minister of Consumer and Corporate Affairs for letters patent confirming this Agreement unless an order is made under section 137(7} of the Canada Corporations Act annuling this agreement. 16. Carey and Jim Halter may, by resolution of their .respective directors, assent to any alteration or modification of this Amalgamation Agreement which the shareholders of the respective companies at meetings called to consider the same, or the Minister of Consumer and Corporate Affairs may approve and the expression 'Amalgamation Agreement" as used herein <*/ shall be read and construed to mean and include this Amalgama tion Agreement as so altered or modified. 17. This Agreement may be terminated without cause or reason by the board of directors of either Carey or Jim Halter notwithstanding the approval of this agreement by the share- holders of Carey and Jim Halter, at any time prior to the issue * of patent confirming this Agreement. / / IN WITNESS WHEREOF, This Agreement has been duly executed by the parties hereto, under their respective corporate seals as witnessed by their signatures of their proper officers in that behalf. CAREV-CANADIAN MINES LTD. Per: Director JIM WALTER BUILDING PRODUCTS LTD. Per: President ^ Asst. Secretary J