EXHIBIT 3.1
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AMALGAMATION AGREEMENT
THIS AGREEMENT made as of the 26th day of January, 1998,
BETWEEN:
RIVERSIDE FOREST PRODUCTS LIMITED, a company incorporated
under the laws of British Columbia under No. 505277, having
its registered and records office at 3000 Royal Centre, P.O.
Box 11130, 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0
(herein called "Riverside")
AND:
RIVERSIDE FOREST PRODUCTS (SODA CREEK) LIMITED, a company
incorporated under the laws of British Columbia under No.
542868, having its registered and records office at 3000 Royal
Centre, P.O. Box 11130, 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxx Xxxxxxxx, X0X 0X0
(herein called "Soda Creek")
WHEREAS:
A. It is desirable for business reasons that the parties (herein
collectively called the "Amalgamating Companies") amalgamate pursuant to the
Company Act of British Columbia (herein called the "Company Act") for the
purpose of forming one company (herein called the "Amalgamated Company") to
continue the business heretofore carried on by each of the parties, and the
Amalgamating Companies have agreed to amalgamate upon the terms and conditions
herein;
B. Riverside is a reporting company under the Company Act and its
authorized capital consists of 25,000,000 common shares without par value, of
which 9,199,493 shares are issued, outstanding and fully paid and are listed on
the Toronto Stock Exchange and The Vancouver Stock Exchange;
C. The authorized capital of Soda Creek is as follows:
(i) 1,000,000 Class A Preference shares with a par value of
$1,000.00 each;
(ii) 10,000 Class B Preference shares with a par value of $1,000.00
each; and
(iii) 1,000,000 Common shares without par value (voting).
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D. The following Shares of Soda Creek are issued and outstanding as fully
paid and non-assessable:
SHAREHOLDER SHARES
Riverside Forest Products Limited 16,444,001 Common shares
TimberWest Forest Limited 50,000 Class A Preference
Riverside Forest Products Limited 10 Class B Preference
E. It is anticipated that the 50,000 Class A Preference shares held by
TimberWest Forest Limited (the "TimberWest Shares") will, prior to the Effective
Date of amalgamation of Riverside and Soda Creek, be either redeemed by Soda
Creek or purchased from TimberWest Forest Limited by Riverside so that Riverside
will thereafter own all of the issued and outstanding shares of Soda Creek; and
F. Each of the Amalgamating Companies has made full disclosure to the
other of all its assets and liabilities.
WITNESSES THAT in consideration of the mutual covenants herein, the parties
hereto agree each with each of the other as follows:
1. The Amalgamating Companies hereby agree to amalgamate pursuant to the
Company Act and to continue to act as one company under the terms and subject to
the conditions herein.
2. The name of the Amalgamated Company will be Riverside Forest Products
Limited and subject to the Company Act, the Amalgamated Company will not be
restricted in the business which it is permitted to carry on nor in the exercise
of its powers.
3. The amalgamation will take effect at 12:01 am on October 1, 1998 or
such later date approved by the directors of the Amalgamating Companies (herein
called the "Effective Date of Amalgamation").
4. The authorized capital of the Amalgamated Company will be 25,000,000
common shares without par value.
5. The Memorandum and Articles of the Amalgamated Company will, subject to
repeal, amendment, alteration or addition under the Company Act, be in the form
set forth in Schedules A and B attached hereto respectively which were approved
by the Registrar of Companies for British Columbia on the 19th day of November,
1997.
6. The registered and records offices of the Amalgamated Company will be
at 0000 Xxxxx Xxxxxx, X.X. Xxx 00000, 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxx Xxxxxxxx X0X 0X0 until otherwise determined.
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7. The number of directors of the Amalgamated Company will, until
otherwise determined, be 5. The full names, resident addresses and occupations
of the first directors of the Amalgamated Company are:
NAME OF DIRECTOR ADDRESS OF DIRECTOR
Xxxxxx Xxxxxxx Xxxxxx 00000 Xxxxxxx Xxxxx, Xxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
Xxxxxx Xxxxx Xxxxxx 0000 Xxxxxxxx Xxxxx, Xxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
Xxxx Xxxxxxxxx Xxxxxx Xxxx 00, Xxxx X0, XX#0, 0000 Xxxxxxx Xxxx, Xxxxxx,
Xxxxxxx Xxxxxxxx, X0X 0X0
Xxxxxxx X. XxXxxxxx 38 - 0000 Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx,
X0X 0X0
Xxxxxx X. Xxxxxxx 768 - 1515 Xxxx 0xx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0
and the directors will hold office until the first annual general meeting of the
Amalgamated Company or until they sooner cease to hold office.
8. The management and working of the Amalgamated Company will be under the
control of the board of directors from time to time, subject to the Articles and
the Company Act and the following persons will hold the offices set opposite
their respective names and carry out the respective duties thereof until
relieved therefrom by the directors or until they sooner cease to hold such
office, namely:
President and Chief Executive Officer: Xxxxxx Xxxxxxx Xxxxxx
Secretary/ Treasurer and Chief Financial Officer: Xxxxxxx X. Xxxxx
Assistant Secretary and Chief Operating Officer: Xxxxxx X. Xxxxxx
Vice-President, Sales and Marketing: Xxxxxx X. Xxxxxxx
Vice-President, Woodlands: Xxxx X. Xxxxxxx
9. The first annual general meeting of the Amalgamated Company will be
held in the month of January, 1999.
10. It is a condition precedent to the amalgamation provided for in this
Agreement that the TimberWest Shares will, prior to the Effective Date of
Amalgamation, be either redeemed by Soda Creek or purchased from TimberWest
Forest Limited by Riverside so that Riverside will thereafter own all of the
issued and outstanding shares of Soda Creek.
11. The issued and unissued shares of each of the Amalgamating Companies
will be exchanged for shares of the Amalgamated Company or cancelled as follows:
(a) all of the unissued shares of each of the Amalgamating
Companies will be cancelled;
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(b) each of the issued shares of Soda Creek held by Riverside
(Riverside being the sole shareholder of Soda Creek on the
Effective Date of Amalgamation), will be cancelled without any
repayment of capital;
(c) each of the issued shares of Riverside will be exchanged for
one common share without par value,
and on the Effective Date of Amalgamation the cancellations and exchanges herein
set forth shall be deemed to have been made.
12. This agreement must be adopted by each of the Amalgamating Companies in
the manner prescribed by the Company Act, and upon such adoption of this
agreement, an application for Court approval of the amalgamation will be made
pursuant to Section 249 of the Company Act.
13. On the Effective Date of Amalgamation, the shareholders of the
Amalgamating Companies shall be deemed to be shareholders of the Amalgamated
Company on the basis set forth in paragraph 10 herein.
14. The assets, liabilities and surpluses of the Amalgamated Company will
be the aggregate of the assets, liabilities and surpluses of the Amalgamating
Companies, all as appearing from their respective books on the Effective Date of
Amalgamation. Without restricting the generality of the foregoing, the
Amalgamated Company will be seized of and will hold and possess all the
property, rights and interests and be subject to all the debts, liabilities,
duties and obligations (except amounts recoverable from or payable by one of the
Amalgamating Companies to the other, which amounts will be cancelled) of each
Amalgamating Company (including any obligations to dissenting members under
Section 207 of the Company Act) and all rights of creditors to obtain payment of
their claims and all the property, rights and interests of the parties hereto
liable for such claims, and all liens upon the property, rights and interests of
the Amalgamating Companies will be unimpaired by the amalgamation and all debts,
liabilities, duties, obligations and contracts of each of the Amalgamating
Companies will thenceforth attach to and be enforceable against the Amalgamated
Company to the same extent as if the debts, liabilities, duties, obligations and
contracts had been incurred or contracted by it.
15. The paid up capital of the shares of the Amalgamated Company will not
exceed the aggregate of the paid up capital of the shares of the Amalgamating
Companies immediately before the Effective Date of Amalgamation.
16. No action or proceeding by or against any of the Amalgamating Companies
will xxxxx or be affected by the amalgamation, but for these purposes, each
Amalgamating Company may be deemed still to exist, or the Amalgamated Company
may be substituted in the action or proceeding in the place thereof.
17. The Amalgamated Company will pay and discharge every liability of the
Amalgamating Companies (other than liabilities in respect of shares) and all
expenses of and incidental to the amalgamation herein.
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18. This agreement will be implemented and the books of account of the
Amalgamated Company will be made up in accordance with the provisions of Section
87 of the Income Tax Act, Canada, as amended with effect from and including the
Effective Date of Amalgamation and to the extent any of the provisions hereof
are inconsistent with the application of the said Section 87 as amended, such
provision will be null and void and of no effect.
19. The parties will sign, execute, deliver and complete any other
documents necessary to give full force and effect to the provisions and intent
of this agreement.
20. The parties may, by resolution of their respective directors, assent to
any alteration or modification of this agreement which the Registrar of
Companies or the Supreme Court of British Columbia may require or which the
shareholders of the Amalgamating Companies may direct or approve pursuant to the
Company Act and all alterations or modifications so assented to shall be binding
upon the parties hereto. In addition, the directors of either of the
Amalgamating Companies may, by resolution prior to the issuance of the
certificate of amalgamation, terminate this agreement notwithstanding the
approval of this agreement pursuant to Section 249 of the Company Act.
IN WITNESS WHEREOF the parties have caused their corporate seals to be affixed
in the presence of their duly authorized officers on the day and year first
written above.
THE CORPORATE SEAL of RIVERSIDE FOREST PRODUCTS )
LIMITED was hereunto affixed in the presence of: )
)
)
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) C/S
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THE CORPORATE SEAL of RIVERSIDE FOREST PRODUCTS )
(SODA CREEK) LIMITED was hereunto affixed in the )
presence of: )
)
)
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) C/S
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CERTIFICATE
Riverside Forest Products Limited hereby certifies that it is the beneficial
owner of all of the issued and outstanding shares of Riverside Forest Products
(Soda Creek) Limited and hereby approves the Amalgamation Agreement.
DATED the 25th day of February, 1998.
RIVERSIDE FOREST PRODUCTS LIMITED
Per:_______________________________
Secretary
Schedule "A"
FORM 1
(Section 5)
COMPANY ACT
MEMORANDUM
OF
RIVERSIDE FOREST PRODUCTS LIMITED
1. The name of the Company is "RIVERSIDE FOREST PRODUCTS LIMITED".
2. The authorized capital of the Company consists of 25,000,000 Common
shares without par value.
