Item 1. Description of Registrants Securities to be Registered.
Common Shares
Our authorized share
capital consists of an unlimited number of Common Shares and an unlimited number of special shares issuable in series.
The power to allot
and issue shares is conferred upon our Board of Directors. We may from time to time amend our Articles to add, change or remove any provision that is permitted by the
Business Corporations Act
(Ontario)
(the
OBCA) to be, or that is, set out in the Articles, including without limiting the generality of the foregoing, to: (i) create new classes of shares; (ii) change the designation of all or any of our shares; (iii) add, change
or remove any rights, privileges, restrictions and conditions, including rights to accrued dividends, in respect of all or any of our shares, whether issued or unissued; and (iv) change the shares of any class or series, whether issued or
unissued, into a different number of shares of the same class or series or into the same or a different number of shares of other classes or series. The foregoing amendments to the Articles must be authorized by a special resolution of shareholders
passed by a majority of not less than 66
2
/
3
% of the votes cast by the holders of Common Shares who voted in respect of the special
resolution.
Each Common Share carries one vote on all matters to be voted on at all meetings of shareholders. Generally, under the OBCA,
the holders of shares of a class are entitled to vote separately as a class, unless the Articles otherwise provide in respect of certain amendments, regardless of whether such class otherwise carries the right to vote, in a number of circumstances,
including in respect of proposals to amend the Articles to add, change or remove the rights, privileges, restrictions or conditions attached to the shares of such class, or to add to the rights or privileges of any class of shares having rights or
privileges equal or superior to the shares of such class. In addition, the holders of shares of a class are entitled to vote, regardless of whether such class otherwise carries the right to vote, in respect of an amalgamation agreement, continuance
or
squeeze-out
transaction, or in the event of a sale, lease or exchange of all or substantially all of the companys property out of the ordinary course of our business.
The holders of the Common Shares are entitled to receive dividends and we shall pay dividends thereon, if, as and when declared by our Board
of Directors out of our moneys properly applicable to the payment of dividends, in such amount and in such form as our Board of Directors may from time to time determine, and all dividends which our Board of Directors may declare on the Common
Shares shall be declared and paid in equal amounts per share on all Common Shares at the time outstanding.
In the event of our
dissolution, liquidation or
winding-up,
whether voluntary or involuntary, or any other distribution of our assets among our shareholders for the purpose of winding up our affairs, subject to the prior rights
of any shares ranking senior to the Common Shares with respect to priority in the distribution of assets upon dissolution, liquidation or
winding-up,
the holders of the Common Shares shall be entitled to
receive our remaining property and assets.
There are no
pre-emptive,
subscription, redemption or
conversion rights attaching to the Common Shares and there is no liability for further capital calls.
With the exception of the potential
effect of the ability of our Board of Directors to issue an unlimited number of Common Shares and special shares issuable in series, there is no provision in our Articles that would have an effect of delaying, deferring or preventing a change in our
control.
Shareholder ownership must be publicly disclosed in accordance with Canadian securities law by any shareholder who beneficially
owns or exercises control or direction over 10% or more of our outstanding Common Shares. This is in addition to beneficial ownership reporting requirements applicable to shareholders under Section 13(d) of the Exchange Act.
3