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FLUENT Share Issue/Capital Change 2024
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Share Issue/Capital Change
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Ontario
Ministry of Public and
Business Service Delivery
Ministère des Services au public et
aux entreprises
Certificate of Amendment
Certificat de modification
Business Corporations Act
Loi sur les sociétés par actions
CANSORTIUM INC.
Corporation Name / Dénomination sociale
2653232
Ontario Corporation Number / Numéro de société de l'Ontario
This is to certify that these articles are effective on
La présente vise à attester que ces statuts entreront en vigueur le
December 18, 2024 / 18 décembre 2024
V. Quintanilla W.
Director / Directeur
Business Corporations Act / Loi sur les sociétés par actions
The Certificate of Amendment is not complete without the Articles of Amendment
Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
V. Quintanilla W.
Director/Registrar
Ce certificat de modification n'est pas complet s'il ne contient pas les statuts de modification
Copie certifiée conforme du dossier du ministère des Services au public et aux entreprises.
V. Quintanilla W.
Directeur ou registrateur
BCA - Articles of Amendment - CANSORTIUM INC. - OCN:2653232 - December 18, 2024
Ontario
Ministry of Public and Business Service Delivery
Articles of Amendment
Business Corporations Act
Corporation Name (Date of Incorporation/Amalgamation)
CANSORTIUM INC. (August 31, 2018)
-
The name of the corporation is changed to:
Not amended -
The number of directors or the minimum/maximum number of directors are amended as follows:
Not amended -
The articles are amended as follows:
A. Restrictions, if any, on business the corporation may carry on or on powers the corporation may exercise. If none, enter "None":
Not amended
B. The classes and any maximum number of shares that the corporation is authorized to issue:
The Articles of the Corporation are hereby amended as follows:
-
to increase the authorized capital of the Corporation by creating an unlimited number of exchangeable shares (the "Exchangeable Shares");
-
to restate the rights, privileges, restrictions and conditions attaching to the common shares in the capital of the Corporation (the "Common Shares") by replacing them in their entirety with the rights, privileges, restrictions and conditions set out herein;
The endorsed Articles of Amendment are not complete without the Certificate of Amendment.
Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
V. Quinlanilla W.
Director/Registrar, Ministry of Public and Business Service Delivery
BCA - Articles of Amendment - CANSORTIUM INC. - OCN:2653232 - December 18, 2024
-
to restate the rights, privileges, restrictions and conditions attaching to the proportionate voting shares in the capital of the Corporation (the "Proportionate Voting Shares") by replacing them in their entirety with the rights, privileges, restrictions and conditions set out herein; and
-
to provide, that after giving effect to the foregoing, the Corporation be and is hereby authorized to issue: (i) an unlimited number of Common Shares; (ii) an unlimited number of Proportionate Voting Shares; and (iii) an unlimited number of Exchangeable Shares having the following rights, privileges, restrictions and conditions.
C. Rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors' authority with respect to any class of shares which may be issued in series. If there is only one class of shares, enter "Not Applicable":
The following is a statement of the rights, privileges, restrictions and conditions of each class and series of shares in the capital of the Corporation and any previous statement of the rights, privileges, restrictions and conditions are deleted.
A. COMMON SHARES
- Voting
1.1 The holders of Common shares shall be entitled to receive notice of and to attend and vote at all meetings of shareholders of the Corporation except a meeting at which only the holders of another class or series of shares is entitled to vote. Each Common Share shall entitle the holder thereof to one vote at each such meeting.
- Alteration to Rights of Common Shares
2.1 So long as any Common Shares remain outstanding, the Corporation will not, without the consent of the holders of Common Shares expressed by separate special resolution, alter or amend these Articles if the result of such alteration or amendment would:
(a) prejudice or interfere with any right or special right attached to the Common Shares; or
(b) affect the rights or special rights of the holders of Common Shares and Proportionate Voting Shares on a per share basis which differs from the basis of one (1) per share in the case of the Common Shares, and ten (10) per share in the case of the Proportionate Voting Shares.
- Dividends
3.1. The holders of Common Shares shall be entitled to receive such dividends payable in cash or property of the Corporation as may be declared thereon by the directors from time to time. The directors may not declare a dividend payable in cash or property on the Common Shares unless: (i) the directors simultaneously declare a dividend payable in cash or property on the Proportionate Voting Shares in an amount per Proportionate Voting Share equal to the amount of the dividend declared per Common Share, multiplied by ten (10), and each fraction of a Proportionate Voting Share will be entitled to the applicable fraction thereof; (ii) the directors simultaneously declare a dividend payable in cash or property on the Exchangeable Shares in an amount per Exchangeable Share equal to the amount of the dividend declared per Common Share; and (iii) the dividends comply with the additional requirements set out in Articles A 3.2 through A 3.4, as applicable.
The endorsed Articles of Amendment are not complete without the Certificate of Amendment.
Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
V. Quinlanilla W.
Director/Registrar, Ministry of Public and Business Service Delivery
BCA - Articles of Amendment - CANSORTIUM INC. - OCN:2653232 - December 18, 2024
3.2. The directors may declare a stock dividend payable in Common Shares on the Common Shares, but only if the directors simultaneously declare a stock dividend payable in:
(a) Proportionate Voting Shares on the Proportionate Voting Shares, in a number of shares per Proportionate Voting Share (or fraction thereof) having a value equal to the amount of the dividend declared per Common Share; or
(b) Common Shares on the Proportionate Voting Shares, in a number of shares per Proportionate Voting Share equal to the amount of the dividend declared per Common Share, multiplied by ten (10).
3.3. The directors may declare a dividend on the Common Shares, but only if the directors simultaneously declare a dividend on the Exchangeable Shares:
(a) in the case of a cash dividend declared on the Common Shares, by the issue or transfer of such number of Exchangeable Shares as is economically equivalent to the amount of cash declared as a dividend on each Common Share;
(b) in the case of a stock dividend declared on the Common Shares to be paid in Common Shares, by the issue or transfer by the Corporation of such number of Exchangeable Shares for each Exchangeable Share as is equal to the number of Common Shares to be paid on each Common Share; or
(c) in the case of a dividend declared on the Common Shares in property other than cash or Common Shares, in such type and amount of property for each Exchangeable Share as is the same as or economically equivalent to (to be determined by the board of directors of the Corporation acting in good faith with reference to, without limitation, the relationship between the fair market value of such property with respect to each outstanding Common Share) the type and amount of property declared as a dividend on each Common Share.
3.4. The record date for the determination of the holders of Proportionate Voting Shares and Exchangeable Shares entitled to receive payment of, and the payment date for, any dividend declared on the Proportionate Voting Shares and the Exchangeable Shares will be the same dates as the record date and payment date, respectively, for the corresponding dividend declared on the Common Shares.
- Liquidation Rights
4.1 In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or in the event of any other distribution of assets of the Corporation to its shareholders for the purposes of winding up its affairs, the holders of the Common Shares shall be entitled to participate pari passu with: (i) the holders of Proportionate Voting Shares, with the amount of such distribution per Proportionate Voting Share equal to the amount of such distribution per Common Share multiplied by ten (10), and each fraction of a Proportionate Voting Share will be entitled to the amount calculated by multiplying the fraction by the amount otherwise payable in respect of a whole Proportionate Voting Share; and (ii) the holders of Exchangeable Shares.
- Subdivision or Consolidation
5.1 No subdivision or consolidation of the Common Shares may be carried out unless, at the same time, the Proportionate Voting Shares and Exchangeable Shares are subdivided or consolidated in a manner so as to preserve the relative rights of the holders of each class of securities.
- Voluntary Conversion of Common Shares
The endorsed Articles of Amendment are not complete without the Certificate of Amendment.
Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
V. Quintarilla W.
Director/Registrar, Ministry of Public and Business Service Delivery
Page 3 of 13
BCA - Articles of Amendment - CANSORTIUM INC. - OCN:2653232 - December 18, 2024
6.1 Each Common Share shall be convertible at the option of the holder into such number of Proportionate Voting Shares as is determined by dividing the number of Common Shares being converted by ten (10), provided the directors have consented to such conversion.
6.2 Before any holder of Common Shares shall be entitled to voluntarily convert Common Shares into Proportionate Voting Shares in accordance with Article A 6.1, the holder shall surrender the certificate or certificates representing the Common Shares to be converted at the head office of the Corporation, or the office of any transfer agent for the Common Shares, and shall give written notice to the Corporation at its head office of his or her election to convert such Common Shares and shall state therein the name or names in which the certificate or certificates representing the Proportionate Voting Shares are to be issued (a “Common Shares Conversion Notice”). The Corporation shall (or shall cause its transfer agent to) as soon as practicable thereafter, issue to such holder or his or her nominee, a certificate or certificates or direct registration statement representing the number of Proportionate Voting Shares to which such holder is entitled upon conversion. Such conversion shall be deemed to have taken place immediately prior to the close of business on the day on which the certificate or certificates representing the Common Shares to be converted is surrendered and the Common Shares Conversion Notice is delivered, and the person or persons entitled to receive the Proportionate Voting Shares issuable upon such conversion shall be treated for all purposes as the holder or holders of record of such Proportionate Voting Shares as of such date.
- Conversion of Common Shares Upon an Offer
7.1 In the event that an offer is made to purchase Proportionate Voting Shares, and such offer is:
(a) required, pursuant to applicable securities legislation or the rules of any stock exchange on which the Proportionate Voting Shares may then be listed, to be made to all or substantially all of the holders of Proportionate Voting Shares in a province or territory of Canada to which the requirement applies (such offer to purchase, an “Offer”); and
(b) not made to the holders of Common Shares for consideration per Common Share equal to 0.10 of the consideration offered per Proportionate Voting Share;
each Common Share shall become convertible at the option of the holder into Proportionate Voting Shares on the basis of ten (10) Common Shares for one (1) Proportionate Voting Share, at any time while the Offer is in effect until one day after the time prescribed by applicable securities legislation or stock exchange rules for the offeror to take up and pay for such shares as are to be acquired pursuant to the Offer (the “Common Share Conversion Right”). For avoidance of doubt, fractions of Proportionate Voting Shares may be issued in respect of any number of Common Shares in respect of which the Common Share Conversion Right is exercised which is less than ten (10).
7.2 The Common Share Conversion Right may only be exercised for the purpose of depositing the Proportionate Voting Shares acquired upon conversion under such Offer, and for no other reason. If the Common Share Conversion Right is exercised, the Corporation shall procure that the transfer agent for the Common Shares shall deposit under such Offer the Proportionate Voting Shares acquired upon conversion, on behalf of the holder.
7.3 To exercise the Common Share Conversion Right, a holder of Common Shares or his or her attorney, duly authorized in writing, shall:
(a) give written notice of exercise of the Common Share Conversion Right to the transfer agent for the Common Shares, and of the number of Common Shares in respect of which the Common Share Conversion Right is being exercised;
(b) deliver to the transfer agent for the Common Shares any share certificate or certificates representing the Common Shares in respect of which the Common Share Conversion Right is being exercised; and
The endorsed Articles of Amendment are not complete without the Certificate of Amendment.
Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
V. Quinlanilla W.
Director/Registrar, Ministry of Public and Business Service Delivery
Page 4 of 13
BCA - Articles of Amendment - CANSORTIUM INC. - OCN:2653232 - December 18, 2024
(c) pay any applicable stamp tax or similar duty on or in respect of such conversion.
7.4 No certificates representing Proportionate Voting Shares acquired upon exercise of the Common Share Conversion Right will be delivered to the holders of Common Shares. If Proportionate Voting Shares issued upon such conversion and deposited under such Offer are withdrawn by such holder, or such Offer is abandoned, withdrawn or terminated by the offeror, or such Offer expires without the offeror taking up and paying for such Proportionate Voting Shares, such Proportionate Voting Shares and any fractions thereof issued shall automatically, without further action on the part of the holder thereof, be reconverted into Common Shares on the basis of one (1) Proportionate Voting Share for ten (10) Common Shares, and the Corporation will procure that the transfer agent for the Common Shares shall send to such holder a direct registration statement, certificate or certificates representing the Common Shares acquired upon such reconversion. If the offeror under such Offer takes up and pays for the Proportionate Voting Shares acquired upon exercise of the Common Share Conversion Right, the Corporation shall procure that the transfer agent for the Common Shares shall deliver to the holders of such Proportionate Voting Shares the consideration paid for such Proportionate Voting Shares by such Offeror.
8. Coattail Provisions
8.1 Subject to Article A 8.2, the holders of Common Shares shall not transfer, directly or indirectly, any Common Shares pursuant to a take-over bid (as defined in applicable securities legislation) under circumstances in which securities legislation would have required the same offer to be made to holders of Exchangeable Shares if the sale by the holders of Common Shares had been a sale of Exchangeable Shares rather than Common Shares (but otherwise on the same terms). For the purposes of this section, it shall be assumed that the offer that would have resulted in the sale of Exchangeable Shares by the holders of Common Shares would have constituted a take-over bid under applicable securities legislation, regardless of whether this actually would have been the case, and the varying of any material term of an offer shall be deemed to constitute the making of a new offer.
8.2 Article A 8.1 shall not apply to prevent a sale by any holder of Common Shares if concurrently an offer is made to purchase Exchangeable Shares that:
(a) offers a price per Exchangeable Share at least as high as the highest price per share paid pursuant to the take-over bid for the Common Shares;
(b) provides that the percentage of outstanding Exchangeable Shares to be taken up (exclusive of shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with the offeror) is at least as high as the percentage of Common Shares to be sold (exclusive of Common Shares owned immediately prior to the offer by the offeror and persons acting jointly or in concert with the offeror);
(c) has no condition attached other than the right not to take up and pay for the Exchangeable Shares tendered if no shares are purchased pursuant to the offer for the Common Shares; and
(d) is in all other material respects identical to the offer for the Common Shares.
8.3 For the purposes of this Article A 8, any sale that would result in a direct or indirect acquisition of Common Shares or Exchangeable Shares, or in the direct or indirect acquisition of control or direction over those shares, shall be construed to be a sale of those Common Shares or Exchangeable Shares, as the case may be.
B. PROPORTIONATE VOTING SHARES
1. Voting
The endorsed Articles of Amendment are not complete without the Certificate of Amendment.
Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
V. Quinlanilla W.
Director/Registrar, Ministry of Public and Business Service Delivery
BCA - Articles of Amendment - CANSORTIUM INC. - OCN:2653232 - December 18, 2024
1.1 The holders of Proportionate Voting Shares shall be entitled to receive notice of and to attend and vote at all meetings of shareholders of the Corporation at which holders of Common Shares are entitled to vote. Subject to Article B.2, each Proportionate Voting Share shall entitle the holder to ten (10) votes and each fraction of a Proportionate Voting Share shall entitle the holder to the number of votes calculated by multiplying the fraction by ten (10) and rounding the product down to the nearest whole number, at each such meeting.
- Alteration to Rights of Proportionate Voting Shares
2.1 So long as any Proportionate Voting Shares remain outstanding, the Corporation will not, without the consent of the holders of Proportionate Voting Shares expressed by separate special resolution alter or amend these Articles if the result of such alteration or amendment would:
(a) prejudice or interfere with any right or special right attached to the Proportionate Voting Shares; or
(b) affect the rights or special rights of the holders of Common Shares and Proportionate Voting Shares on a per share basis which differs from the basis of one (1) per share in the case of the Common Shares, and ten (10) per share in the case of the Proportionate Voting Shares.
2.2 At any meeting of holders of Proportionate Voting Shares called to consider such a separate special resolution, each Proportionate Voting Share shall entitle the holder to one (1) vote and each fraction of a Proportionate Voting Share will entitle the holder to the corresponding fraction of one (1) vote.
- Dividends
3.1 The holders of Proportionate Voting Shares shall be entitled to receive such dividends payable in cash or property of the Corporation as may be declared by the directors from time to time. The directors may not declare a dividend payable in cash or property on the Proportionate Voting Shares unless the directors simultaneously declare a dividend payable in cash or property on the Common Shares in an amount equal to the amount of the dividend declared per Proportionate Voting Share divided by ten (10).
3.2 The directors may declare a stock dividend payable in Proportionate Voting Shares on the Proportionate Voting Shares, but only if the directors simultaneously declare a stock dividend payable in Common Shares on the Common Shares, in a number of shares per Common Share having a value equal to the amount of the dividend declared per Proportionate Voting Share.
3.3 The directors may declare a stock dividend payable in Common Shares on the Proportionate Voting Shares, but only if the directors simultaneously declare a stock dividend payable in Common Shares on the Common Shares, in a number of shares per Common Share equal to the amount of the dividend declared per Proportionate Voting Share, divided by ten (10).
3.4 Holders of fractional Proportionate Voting Shares shall be entitled to receive any dividend declared on the Proportionate Voting Shares, in an amount equal to the dividend per Proportionate Voting Share multiplied by the fraction thereof held by such holder.
3.5 For clarity, if a dividend is required to be declared on the Common Shares pursuant to this Article B 3, it is intended that such declaration of a dividend on the Common Shares shall trigger the requirement to declare a dividend on the Exchangeable Shares in accordance with Article A 3.
- Liquidation Rights
The endorsed Articles of Amendment are not complete without the Certificate of Amendment.
Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
V. Quintarilla W.
Director/Registrar, Ministry of Public and Business Service Delivery
Page 6 of 13
BCA - Articles of Amendment - CANSORTIUM INC. - OCN:2653232 - December 18, 2024
4.1 In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or in the event of any other distribution of assets of the Corporation to its shareholders for the purpose of winding up its affairs, the holders of the Proportionate Voting Shares shall be entitled to participate pari passu with the holders of Common Shares and Exchangeable Shares, with the amount of such distribution per Proportionate Voting Share equal to the amount of such distribution per Common Share and Exchangeable Share multiplied by ten (10), and each fraction of a Proportionate Voting Share will be entitled to the amount calculated by multiplying the fraction by the amount payable per whole Proportionate Voting Share.
- Subdivision or Consolidation
5.1 No subdivision or consolidation of the Proportionate Voting Shares may be carried out unless, at the same time, the Common Shares and Exchangeable Shares are subdivided or consolidated in a manner so as to preserve the relative rights of the holders of each class of securities.
- Voluntary Conversion of Common Shares
6.1 Holders of Proportionate Voting Shares shall have the following rights of conversion (the "Proportionate Share Conversion Right").
(a) Right to Convert. Each Proportionate Voting Share shall be convertible at the option of the holder into such number of Common Shares as is determined by multiplying the number of Proportionate Voting Shares in respect of which the Proportionate Share Conversion Right is exercised by ten (10). Fractions of Proportionate Voting Shares may be converted into such number of Common Shares as is determined by multiplying the fraction by ten (10).
(b) Mechanics of Conversion. Before any holder of Proportionate Voting Shares shall be entitled to voluntarily convert Proportionate Voting Shares into Common Shares in accordance with Article B 6.1(a), the holder shall surrender the certificate or certificates representing the Proportionate Voting Shares to be converted at the head office of the Corporation, or the office of any transfer agent for the Proportionate Voting Shares, and shall give written notice to the Corporation at its head office of his or her election to convert such Proportionate Voting Shares and shall state therein the name or names in which the certificate or certificates representing the Common Shares are to be issued (a "PVS Conversion Notice"). The Corporation shall (or shall cause its transfer agent to) as soon as practicable thereafter, issue to such holder or his or her nominee, a certificate or certificates or direct registration statement representing the number of Common Shares to which such holder is entitled upon conversion. Such conversion shall be deemed to have taken place immediately prior to the close of business on the day on which the certificate or certificates representing the Proportionate Voting Shares to be converted is surrendered and the PVS Conversion Notice is delivered, and the person or persons entitled to receive the Common Shares issuable upon such conversion shall be treated for all purposes as the holder or holders of record of such Common Shares as of such date.
- Mandatory Conversion
7.1 The directors may at any time determine by resolution (a "Mandatory Conversion Resolution") that it is no longer in the best interests of the Corporation that the Proportionate Voting Shares are maintained as a separate class of shares of the Corporation. If a Mandatory Conversion Resolution is adopted, then all issued and outstanding Proportionate Voting Shares will automatically, without any action on the part of the holder, be converted into Common Shares on the basis of one (1) Proportionate Voting Share for ten (10) Common Shares, and in the case of fractions of Proportionate Voting Shares, such number of Common Shares as is determined by multiplying the fraction by ten (10) as of a date to be specified in the Mandatory Conversion Resolution (the "Mandatory Conversion Record Date"). At least twenty (20) calendar days prior to the Mandatory Conversion Record Date, the Corporation will send, or cause its transfer agent to send, notice to all holders of Proportionate Voting Shares of the adoption of a Mandatory Conversion Resolution (a "Mandatory Conversion Notice") and specifying:
The endorsed Articles of Amendment are not complete without the Certificate of Amendment.
Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
V. Quinlanilla W.
Director/Registrar, Ministry of Public and Business Service Delivery
Page 7 of 13
BCA - Articles of Amendment - CANSORTIUM INC. - OCN:2653232 - December 18, 2024
(a) the Mandatory Conversion Record Date;
(b) the number of Common Shares into which the Proportionate Voting Shares held by such holder are to be converted; and
(c) the address of record of such holder.
On the Mandatory Conversion Record Date, the Corporation shall issue or shall cause its transfer agent to issue to each holder of Proportionate Voting Shares certificates representing the number of Common Shares into which the Proportionate Voting Shares are converted, and each certificate representing Proportionate Voting Shares shall be null and void.
7.2 From the date of the Mandatory Conversion Resolution, the directors shall no longer be entitled to issue any further Proportionate Voting Shares whatsoever.
7.3 Fractional Shares. No fractional Common Shares shall be issued upon the conversion of any Proportionate Voting Shares or fractions thereof, and the number of Common Shares to be issued shall be rounded down to the nearest whole number. In the event Common Shares are converted into Proportionate Voting Shares, the number of applicable Proportionate Voting Shares shall be rounded down to two decimal places.
7.4 Effect of Conversion. All Proportionate Voting Shares which are converted as herein provided shall no longer be outstanding and all rights with respect to such shares shall immediately cease and terminate at the time of conversion, except only for the right of the holders thereof to receive Common Shares in exchange therefor.
- Transfer
8.1 Unless the directors have consented to such transfer by a resolution passed by the votes of a majority of the directors of the Corporation at a meeting of the board of directors or by an instrument or instruments in writing signed by all of the directors, no Proportionate Voting Share may be transferred unless such transfer:
(a) is made to (A) an initial holder of Proportionate Voting Shares, or (B) an affiliate or person controlled, directly or indirectly, by an initial holder of Proportionate Voting Shares (each, a “Permitted Holder”); and
(b) complies with United States securities legislation.
8.2 Any Proportionate Voting Shares sold or transferred to a Person who is not a Permitted Holder shall be automatically converted to Common Shares, unless otherwise determined by the directors.
8.3 For purposes of this Article B 8:
(a) “affiliate” means, with respect to any Person, any other person which is directly or indirectly through one or more intermediaries controlled by, or under common control with, such Person.
(b) A Person is “controlled” by another person or other persons if: (i) in the case of a corporation or other body corporate wherever or however incorporated: (A) securities entitled to vote in the election of directors carrying in the aggregate at least a majority of the votes for the election of directors and representing in the aggregate at least a majority of the participating (equity) securities are held, other than by way of security only, directly or indirectly, by or solely for the benefit of the other Person or Persons; and (B) the votes carried in the aggregate by such securities are entitled, if exercised, to elect a majority of the board of directors of such corporation or other body corporate; or (ii) in the case of a Person that is not an individual or a corporation or
The endorsed Articles of Amendment are not complete without the Certificate of Amendment.
Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
V. Quintarilla W.
Director/Registrar, Ministry of Public and Business Service Delivery
BCA - Articles of Amendment - CANSORTIUM INC. - OCN:2653232 - December 18, 2024
other body corporate, at least a majority of the participating (equity) and voting interests of such Person are held, directly or indirectly, by or solely for the benefit of the other Person or Persons; and “controls”, “controlling” and “under common control with” shall be interpreted accordingly.
(c) “Person” means any individual, partnership, corporation, company, association, trust, joint venture or limited liability company.
9. Coattail Provisions
9.1 Subject to Article B 9.2, the holders of Proportionate Voting Shares shall not transfer, directly or indirectly, any Proportionate Voting Shares pursuant to a take-over bid (as defined in applicable securities legislation) under circumstances in which securities legislation would have required the same offer to be made to holders of Exchangeable Shares if the sale by the holders of Proportionate Voting Shares had been a sale of Exchangeable Shares rather than Proportionate Voting Shares (but otherwise on the same terms). For the purposes of this section, it shall be assumed that the offer that would have resulted in the sale of Exchangeable Shares by the holders of Proportionate Voting Shares would have constituted a take-over bid under applicable securities legislation, regardless of whether this actually would have been the case, and the varying of any material term of an offer shall be deemed to constitute the making of a new offer.
9.2 Article B 9.1 shall not apply to prevent a sale by any holder of Proportionate Voting Shares if concurrently an offer is made to purchase Exchangeable Shares that:
(a) offers a price per Exchangeable Share at least as high as the highest price per share paid pursuant to the take-over bid for the Proportionate Voting Shares, divided by ten (10);
(b) provides that the percentage of outstanding Exchangeable Shares to be taken up (exclusive of shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with the offeror) is at least as high as the percentage of Proportionate Voting Shares to be sold (exclusive of Proportionate Voting Shares owned immediately prior to the offer by the offeror and persons acting jointly or in concert with the offeror);
(c) has no condition attached other than the right not to take up and pay for the Exchangeable Shares tendered if no shares are purchased pursuant to the offer for the Proportionate Voting Shares; and
(d) is in all other material respects identical to the offer for the Proportionate Voting Shares.
9.3 For the purposes of this Article B 9, any sale that would result in a direct or indirect acquisition of Proportionate Voting Shares or Exchangeable Shares, or in the direct or indirect acquisition of control or direction over those shares, shall be construed to be a sale of those Proportionate Voting Shares or Exchangeable Shares, as the case may be.
C. EXCHANGEABLE SHARES
1. Voting
1.1 The holders of Exchangeable Shares shall not be entitled as such to vote at meetings of the shareholders of the Corporation except as otherwise provided by the Business Corporations Act (Ontario) or as required by applicable law or as required by an order of a court of competent jurisdiction; provided that the holders of Exchangeable Shares shall, however, be entitled to receive notice of and to attend any meeting of the shareholders of the Corporation.
2. Alteration to Rights of Exchangeable Shares
The endorsed Articles of Amendment are not complete without the Certificate of Amendment.
Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
V. Quinlanilla W.
Director/Registrar, Ministry of Public and Business Service Delivery
BCA - Articles of Amendment - CANSORTIUM INC. - OCN:2653232 - December 18, 2024
2.1 So long as any Exchangeable Shares remain outstanding, the Corporation will not, without the consent of the holders of Exchangeable Shares expressed by separate special resolution, alter or amend these Articles if the result of such alteration or amendment would:
(a) prejudice or interfere with any right or special right attached to the Exchangeable Shares; or
(b) affect the rights or special rights of the holders of Exchangeable Shares and Common Shares on a per share basis.
2.2 At any meeting of holders of Exchangeable Shares called to consider such a separate special resolution, each Exchangeable Share shall entitle the holder to one (1) vote.
- Dividends
3.1 The holders of Exchangeable Shares shall be entitled to receive such dividends as may be declared by the directors from time to time payable in property of the Corporation in accordance with this Section 3.1. The directors may not declare a dividend payable on the Exchangeable Shares unless the directors simultaneously declare a dividend payable on the Common Shares in an amount equal to the amount of the dividend declared per Exchangeable Share as follows:
(a) in the case of a stock dividend declared on the Exchangeable Shares to be paid in Exchangeable Shares, by the issue or transfer by the Corporation of such number of Common Shares for each Common Share as is equal to the number of Exchangeable Shares to be paid on each Exchangeable Share; or
(b) in the case of a dividend declared on the Exchangeable Shares in property other than cash or Exchangeable Shares, in such type and amount of property for each Common Share as is the same as or economically equivalent to (to be determined by the board of directors of the Corporation acting in good faith with reference to, without limitation, the relationship between the fair market value of such property with respect to each outstanding Exchangeable Share) the type and amount of property declared as a dividend on each Exchangeable Share.
3.2 For clarity, if a dividend is required to be declared on the Common Shares pursuant to this Article C 3, it is intended that such declaration of a dividend on the Common Shares shall trigger the requirement to declare a dividend on the Proportionate Voting Shares in accordance with Article A 3.
- Liquidation Rights
4.1 In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or in the event of any other distribution of assets of the Corporation among its shareholders for the purposes of winding-up its affairs, the holders of Exchangeable Shares shall be entitled to participate pari passu with: (i) the holders of Proportionate Voting Shares, with the amount of such distribution per Proportionate Voting Share equal to the amount of such distribution per Exchangeable Share multiplied by ten (10), and each fraction of a Proportionate Voting Share will be entitled to the amount calculated by multiplying the fraction by the amount otherwise payable in respect of a whole Proportionate Voting Share; and (ii) the holders of Common Shares.
- Conversion Right
5.1 Each issued and outstanding Exchangeable Share may at any time, at the option of the holder, be converted for one Common Share. The conversion right may be exercised at any time and from time to time by notice in writing delivered to the person appointed by the Corporation as the transfer agent and registrar of the Common Shares, the Proportionate Voting Shares and
The endorsed Articles of Amendment are not complete without the Certificate of Amendment.
Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
V. Quinlanilla W.
Director/Registrar, Ministry of Public and Business Service Delivery
BCA - Articles of Amendment - CANSORTIUM INC. - OCN:2653232 - December 18, 2024
the Exchangeable Shares (the “Transfer Agent”) accompanied by the certificate or certificates representing the Exchangeable Shares or, if uncertificated, such other evidence of ownership as the Transfer Agent may require, in respect of which the holder wishes to exercise the right of conversion. The notice must be signed by the registered holder of the Exchangeable Shares in respect of which the right of conversion is being exercised or by his, her or its duly authorized attorney and must specify the number of Exchangeable Shares which the holder wishes to have converted. Upon receipt of the conversion notice and share certificate(s) or other evidence of ownership satisfactory to the Transfer Agent, the Corporation will cause the Transfer Agent to promptly and in any event within five (5) business days issue a share certificate or other evidence of ownership representing Common Shares on the basis set out above to the registered holder of the Exchangeable Shares. If fewer than all of the Exchangeable Shares represented by a certificate accompanying the notice are to be converted, the holder is entitled to receive a new certificate representing the shares comprised in the original certificate which are not to be converted. Exchangeable Shares converted into Common Shares hereunder will automatically be cancelled.
6 Change of Control Adjustment
6.1 Upon: (i) any consolidation, amalgamation, arrangement, merger, redemption, compulsory acquisition or similar transaction of or involving the Common Shares and Proportionate Voting Shares, other than a consolidation, amalgamation, arrangement, merger, redemption, compulsory acquisition or similar transaction that would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted or exchanged into voting securities of the continuing entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the Corporation, the continuing entity or its parent and more than fifty percent (50%) of the total number of outstanding shares of the Corporation, the continuing entity or its parent, in each case as outstanding immediately after such transaction, and the shareholders of the Corporation immediately prior to the transaction owning voting securities of the Corporation, the continuing entity or its parent immediately following the transaction in substantially the same proportions (vis a vis each other) as such shareholders owned the voting securities of the Corporation immediately prior to the transaction; or (ii) a sale or conveyance of all or substantially all the consolidated assets of the Corporation and its subsidiaries to any other body corporate, trust, partnership or other entity, (each of (i) and (ii), a “Change of Control”), each Exchangeable Share that is outstanding on the effective date of a Change of Control shall remain outstanding and, upon the conversion of such Exchangeable Share thereafter, shall be entitled to receive and shall accept, in lieu of the number of Common Shares that the holder thereof would have been entitled to receive prior to such effective date, the number of shares or other securities or property (including cash) that such holder would have been entitled to receive on such Change of Control, if, on the effective date of such Change of Control, the holder had been the registered holder of the number of Common Shares which it was entitled to acquire upon the exchange of the Exchangeable Share as of such date (the “Adjusted Exchange Consideration”). In connection with a Change of Control, the holders of Exchangeable Shares may be offered securities of another body corporate, trust, partnership or other entity that are substantially equivalent in all respects to the terms of the Exchangeable Shares (the “Alternative Exchangeable Security”), as determined by the board of directors of the Corporation, acting reasonably, using the same exchange ratio as is applicable for the Common Shares in connection with such Change of Control, to exchange each Exchangeable Share held on the effective date of the Change of Control for the Alternative Exchangeable Security instead of receiving the Adjusted Exchange Consideration. For greater certainty, unless a holder of Exchangeable Shares agrees in writing to receive the Alternative Exchangeable Securities, holders of Exchangeable Shares will be entitled to receive the Adjusted Exchange Consideration.
6.2 If the Adjusted Exchange Consideration includes cash, then: (i) the Corporation shall use its commercially reasonable efforts to ensure that such cash is neither derived in a manner that violates, or derived from any business or operations in violation of, the Controlled Substances Act (21 U.S.C. § 801, et seq.); and (ii) the Corporation shall, or shall cause the other body corporate, trust, partnership or other entity resulting from or party to such Change of Control to, deposit with an escrow agent appointed by the Corporation on the closing date of the Change of Control the aggregate cash that would be payable to holders of Exchangeable Shares if all of the outstanding Exchangeable Shares were exchanged immediately following the Change of Control. All such funds shall be held by the escrow agent in a segregated interest-bearing account for the benefit of the holders
The endorsed Articles of Amendment are not complete without the Certificate of Amendment.
Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
V. Quinlanilla W.
Director/Registrar, Ministry of Public and Business Service Delivery
BCA - Articles of Amendment - CANSORTIUM INC. - OCN:2653232 - December 18, 2024
of Exchangeable Shares, and shall solely be used to satisfy the cash portion of the Adjusted Exchange Consideration upon exchanges of Exchangeable Shares from time to time (with holders of Exchangeable Shares being entitled to any accumulated interest on the funds from the date of initial deposit to and including the business day immediately preceding the date of exchange, on a pro rata basis).
6.3 If, in connection with a Change of Control, a holder of a Common Share may elect a form of consideration (including, without limitation, shares, other securities, cash or other property) from options made available, then each holder of Exchangeable Shares shall also be entitled to elect a form of consideration from the options made available to holders of Common Shares, unless otherwise elected in writing by such holder of Exchangeable Shares in accordance with the terms of the transaction and prior to any applicable election deadline. In such case, the Adjusted Exchange Consideration shall equal the consideration that a holder of Common Shares making an election on the terms set forth in the preceding sentence would have received in the transaction. After any adjustment pursuant to these terms, the term “Common Shares”, where used above, shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this section, the holder is entitled to receive upon the exchange of Exchangeable Shares, and the number of Common Shares indicated by any exchange of an Exchangeable Share shall be interpreted to mean the number of Common Shares or other property or securities the holder of the Exchangeable Share is entitled to receive upon the exchange of an Exchangeable Share as a result of such adjustment and all prior adjustments pursuant to these terms.
7 Subdivision or Consolidation
7.1 No subdivision or consolidation of the Exchangeable Shares may be carried out unless, at the same time, the Common Shares and the Proportionate Voting Shares are subdivided or consolidated in a manner so as to preserve the relative rights of the holders of each class of securities.
8. Coattail Provisions
8.1 Subject to Article C 8.2, the holders of Exchangeable Shares shall not transfer, directly or indirectly, any Exchangeable Shares pursuant to a take-over bid (as defined in applicable securities legislation) under circumstances in which securities legislation would have required the same offer to be made to holders of Common Shares if the sale by the holders of Exchangeable Shares had been a sale of Common Shares rather than Exchangeable Shares (but otherwise on the same terms). For the purposes of this section, it shall be assumed that the offer that would have resulted in the sale of Common Shares by the holders of Exchangeable Shares would have constituted a take-over bid under applicable securities legislation, regardless of whether this actually would have been the case, and the varying of any material term of an offer shall be deemed to constitute the making of a new offer.
8.2 Article C 8.1 shall not apply to prevent a sale by any holder of Exchangeable Shares if concurrently an offer is made to purchase Common Shares that:
(a) offers a price per Common Share at least as high as the highest price per share paid pursuant to the take-over bid for the Exchangeable Shares;
(b) provides that the percentage of outstanding Common Shares to be taken up (exclusive of shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with the offeror) is at least as high as the percentage of Exchangeable Shares to be sold (exclusive of Exchangeable Shares owned immediately prior to the offer by the offeror and persons acting jointly or in concert with the offeror);
(c) has no condition attached other than the right not to take up and pay for the Common Shares tendered if no shares are purchased pursuant to the offer for the Exchangeable Shares; and
The endorsed Articles of Amendment are not complete without the Certificate of Amendment.
Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
V. Quinlanilla W.
Director/Registrar, Ministry of Public and Business Service Delivery
Page 12 of 13
BCA - Articles of Amendment - CANSORTIUM INC. - OCN:2653232 - December 18, 2024
(d) is in all other material respects identical to the offer for the Exchangeable Shares.
8.3 For the purposes of this Article C 8, any sale that would result in a direct or indirect acquisition of Exchangeable Shares or Common Shares, or in the direct or indirect acquisition of control or direction over those shares, shall be construed to be a sale of those Exchangeable Shares or Common Shares, as the case may be.
D. The issue, transfer or ownership of shares is/is not restricted and the restrictions (if any) are as follows. If none, enter "None":
Not amended
E. Other provisions:
Not amended
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The amendment has been duly authorized as required by sections 168 and 170 (as applicable) of the Business Corporations Act.
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The resolution authorizing the amendment was approved by the shareholders/directors (as applicable) of the corporation on:
August 27, 2024
The articles have been properly executed by the required person(s).
The endorsed Articles of Amendment are not complete without the Certificate of Amendment.
Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
V. Quinlanilla W.
Director/Registrar, Ministry of Public and Business Service Delivery
Page 13 of 13