EXHIBIT 1.1
AMALGAMATION AGREEMENT
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THIS AGREEMENT made as of the 26th day of February , 1992.
BETWEEN:
▇▇▇▇▇▇▇▇▇-▇▇▇▇ RESOURCES LTD., a Company duly
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incorporated under the laws of the Province of British
Columbia, and having its Head Office situate at
Suite 1610, 675 West Hastings Street, in the City of
Vancouver, Province of British Columbia, ▇▇▇ ▇▇▇;
(hereinafter called "McPeel")
OF THE FIRST PART
AND:
SHEBA COPPER MINES LIMITED a Company duly incorporated
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under the laws of the Province of British Columbia,
and having its Head Office situate at Suite 1610, 675
West Hastings Street, in the City of ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇;
(hereinafter called "Sheba")
OF THE SECOND PART
WHEREAS:
A. McPeel was incorporated pursuant to the Act and is authorized to
issue Two Hundred Million (200,000,000) Shares divided into One Hundred Million
(100,000,000) Common Class "A" Shares without par value of which 7,203,904
shares are issued and outstanding and One Hundred Million (100,000,000)
Preferred Class "B" Shares, with a par value of $5.00 each, and having attached
thereto the special rights and restrictions set forth in the Articles of the
Company, of which none are issued and outstanding;
B. Sheba was incorporated pursuant to the Act and is authorized to
issue One Hundred and Fifty Million (150,000,000) Shares divided into One
Hundred Million (100,000,000) Common Class "A" Shares without par value of which
9,420,779 shares are issued and outstanding arid Fifty Million (50,000,000)
Preferred Class "B" Shares, with a par value of $5.00 each and having attached
thereto the special rights and restrictions set forth in the Articles of the
Company, of which none are issued and outstanding;
NOW THEREFORE the parties hereto agree as follows:
This is exhibit "B" referred to
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In the affidavit of ▇▇ ▇▇▇▇▇
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sworn before me this 25th
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day of June 1992
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/s/
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A Commissioner for taking Affidavits
for British Colombia
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ARTICLE 1
DEFINITIONS
1.1 For the purposes of this Agreement:
(a) "Act" means the Company Act of British Columbia;
(b) "Agreement" means this Amalgamation Agreement and includes the
Schedules attached hereto;
(c) "Amalgamated Company" means the company continuing from the
Amalgamation;
(d) "Amalgamating Companies" means ▇▇▇▇▇▇▇▇▇.-Peel Resources Ltd. arid
Sheba Copper Mines Limited;
(e) "Amalgamation" means the amalgamation of the Amalgamating Companies
as contemplated in this Agreement;
(f) "Amalgamation Circular" means the joint management information
circular of McPeel and Sheba providing material disclosure with
respect to the proposed Amalgamation and dated
(g) "Effective Date" means the date of the Amalgamation as set forth in
the Certificate of Amalgamation to be issued to the Amalgamated
Company pursuant to the Act;
(h) "McPeel common shares" means the common class "A" shares of McPeel
as the same are constituted on the date hereof and on the
Effective Date;
(i) "Sheba common shares" means the common class "A" shares of Sheba as
the same are constituted on the date hereof and on the
Effective Date;
(j) "McPeel Incentive Options" means incentive stock options granted to
directors and employees of McPeel to purchase McPeel common
shares which are outstanding on the Effective Date;
(k) "Sheba Incentive Options" means incentive stock options granted to
directors and employees of Sheba to purchase Sheba common
shares which are outstanding on the Effective Date;
Words and phrases used herein and defined in the Act shall have the
same meaning herein as in the Act unless the Context otherwise requires.
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ARTICLE 2
AMALGAMATION
2.1 Agreement
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The Amalgamating Companies agree to amalgamate pursuant to the
provisions of Section 272 of the Act as of the Effective Date and to continue as
one corporation on the terms and conditions are herein described.
2.2 Effective Date of the Amalgamation
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On the Effective Date, the Amalgamation becomes effective and the
Amalgamating Companies shall be amalgamated and continued as one corporation
under the terms and conditions or the Agreement.
ARTICLE 3
AMALGAMATED COMPANY
3.1 Name
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The name of the Amalgamated Company shall be "Coast Falcon Resources
Ltd."
3.2 Business
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There shall be no restrictions on the business that the Amalgamated
Company may carry on.
3.3 Registered Office
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The registered office of the Amalgamated Company shall be ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇.
3.4 Authorized Capital
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The authorized share capital of the Amalgamated Company shall consist
of Fifty Million (50,000,000) common shares without par value.
3.5 Memorandum and Articles
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The Memorandum and Articles of the Amalgamated Company shall be as set
out in Schedule I and II, respectively, and as approved in writing by the
Registrar under the Act in accordance with Section 272 of the Act.
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3.6 Restriction on Transfer
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The Amalgamated Company shall be a "reporting company" as defined by
the Act and there shall be no restrictions upon the right to transfer any shares
of the Amalgamated Company.
3.7 Directors
(a) Number: The number of directors of the Amalgamated Company
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shall be determined at Four (4):
(b) First Directors: The first directors of the Amalgamated
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Company shall be the persons whose names, addresses and occupations
appear below:
Full Name and Address Occupation
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Vernon ▇▇▇▇▇▇ ▇▇▇▇▇ Businessman
▇▇ - ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇.▇.
▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Businessman
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇.▇.
▇▇▇ ▇▇▇
A. ▇▇▇▇▇▇ ▇▇▇▇▇ Business
▇▇▇▇ - ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇.▇.
▇▇▇ ▇▇▇▇
G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Banker, CIBC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, (▇▇▇▇▇▇▇)
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇.▇.
▇▇▇ ▇▇▇
3.8 Management
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Upon the Effective Date, the Amalgamated Company shall be managed and
operated in accordance with the Act.
3.9 First Annual General Meeting
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The first Annual General Meeting of the Amalgamated Company shall be
held within twelve (12) months of the Effective Date.
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ARTICLE 4
CONVERSION OF SECURITIES INTO THOSE
OF THE AMALGAMATED COMPANY
4.1 Conversion of Securities
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The securities in the capital of the Amalgamating Companies which are
issued and outstanding immediately prior to the Effective Date shall, on and
from the effective Date, be converted into securities of the Amalgamated Company
as follows:
(a) The 7.203,904 issued shares of McPeel shall be exchanged for
720,390 shares of the Amalgamated Company on the basis of One (1)
share of the Amalgamated company for every Ten (10) shares of
McPeel held;
(b) The 9,420,779 issued shares of Sheba shall be exchanged for 942,078
shares of the Amalgamated Company on the basis of One (1)
share of the Amalgamated Company for every Ten (10) shares of
Sheba held;
(c) All McPeel Incentive Options shall entitle the holders thereof to
purchase common shares of the Amalgamated Company upon the
same terms and conditions as such options were first issued;
(d) All Sheba Incentive Options shall entitle the holders thereof to
purchase common shares of the Amalgamated Company upon the
same terms and conditions as such options were first issued;
(e) All of the Incentive Options shall entitle the holders to purchase
common shares of the Amalgamated Company upon the basis of One (1)
Amalgamated Company share for each Ten (10) share for which the
option was granted at an exercise price equal to one tenth of
the exercise price specified in the respective agreements granting
such Incentive Options.
After filing of the Memorandum and Articles of the Amalgamated Company
and the issue of a Certificate of Amalgamation in respect thereof, the
shareholders of the Amalgamating Companies, when requested by the Amalgamated
Company, shall surrender the certificates representing the shares held by them
in such Amalgamating Companies and, subject to the provisions of the Act, shall
be entitled in return to receive certificates for shares -of the Amalgamated
Company on the basis aforesaid.
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ARTICLE 5
COURT APPROVAL
5.1 Court Approval
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Upon the shareholders of each of the Amalgamating Companies approving
this Agreement by special resolution in accordance with the Act, the
Amalgamating Companies shall jointly apply to the Supreme Court of British
Columbia no later than June 24th, 1992, for an order approving the Amalgamation
in accordance with Section 273 of the Act.
ARTICLE 6
MUTUAL CONDITIONS PRECEDENT
6.1 Approvals
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The respective obligations of the Amalgamating Companies to consummate
the transactions contemplated by this Agreement shall be subject to the
fulfillment of the following conditions:
(a) this Agreement shall have been approved by special resolutions
passed at special meetings of the shareholders of the Amalgamating
Companies, each called and held in accordance with the provisions
of the Act;
(b) the Amalgamation shall have been approved by order of the Supreme
Court of British Columbia; and
(c) this Agreement, the Memorandum and Articles of the Amalgamated
Company and other documents as are required shall have been
delivered to the Registrar under the Act for registration;
ARTICLE 7
GENERAL
7.1 Assets and Liabilities
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Each of the Amalgamating Companies shall contribute to the Amalgamated
Company all of its assets, subject to its liabilities, as they exist immediately
before the Amalgamation.
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The Amalgamated Company shall possess all the property, rights, privileges and
franchises, as they exist immediately before the Amalgamation, and shall be
subject to all the liabilities, contracts, disabilities and debts of each of the
Amalgamating Companies, as they exist immediately before the Amalgamation. All
rights of creditors against the property, assets, rights, privilege, and
franchises of the Amalgamating Companies and all liens upon their property,
rights and assets shall be unimpaired by the Amalgamation and all debts,
contracts, liabilities and duties of the Amalgamating Companies shall
thenceforth attach to and may be enforced against the Amalgamated Company. No
action or proceeding by or against any of the Amalgamating Companies shall ▇▇▇▇▇
or be affected by the 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 the place of the name of the relevant Amalgamating
Companies.
7.2 Registrar and Transfer Agent
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The Registrar and Transfer Agent for the securities of the Amalgamated
Company shall be Montreal Trust Company at its principal office in Vancouver,
British Columbia.
7.3 Auditors
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The Auditors of the Amalgamated Company shall be Davidson & Company,
Chartered Accountants, and their remuneration may be fixed from time to time by
the directors of the Amalgamated Company.
7.4 Modifications
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Each of the Amalgamating Companies may:
(a) by special resolution of each of them, assent to any alteration
or modification of this Agreement, and
(b) by a resolution of their respective directors, assent to any
alteration or modification of this Agreement which the Registrar
under the Act or the Supreme Court of British Columbia may require
and all alterations or modifications so assented to shall be binding
upon the Amalgamating Companies.
7.5 Termination
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This Agreement may be terminated by the mutual agreement of the
Amalgamating Companies at any time prior to the issuance of a certificate of
amalgamation by the Registrar under the Act.
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7.6 Governing Law
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This Agreement shall be governed by and construed in accordance with
the laws of the Province of British Columbia and the laws of Canada applicable
thereto.
7.7 Entire Agreement
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This Agreement constitutes the entire agreement among the parties
relating to the subject matter hereof and supersedes all prior agreements and
understandings, oral and written, between the parties thereto with respect to
the subject matter hereof
IN WITNESS WHERETO the parties hereto have hereunto executed this
Agreement the day and year first above written.
The Corporate Seal of ▇▇▇▇▇▇▇▇▇- )
PEEL RESOURCES LTD. was hereunto )
affixed in the presence of: )
)
/s/ ▇.▇. ▇▇▇▇▇▇ )
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)
)
▇.▇. ▇▇▇▇▇▇ )
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)
The Corporate Seal of SHEBA COPPER )
MINES LIMITED was hereunto )
affixed in the presence of: )
)
/s/ ▇.▇. ▇▇▇▇▇▇ )
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)
)
▇.▇. ▇▇▇▇▇▇ )
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)
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