EX-1.4 6 doc5.txt ARTICLES OF AMALGAMATION 1. The name of the corporation is: TAGALDER INCORPORATED 2. The address of the registered office is: 19063 Mountainview Road P.O. Box 420, Caledon East, Ontario L0N 1E0 Town of Caledon in the Regional Municipality of Peel 3. Number (or minimum and maximum number) of directors is: Minunum of one(1) / Maximum of eleven (11) 4. The first director(s) is/ are: Name Residence Address Resident Canadian Yes or No Gordon Leliever 17690 Horseshoe Hill Road, Yes P.O. Box 420, Caledon East, Ontario L0N 1E0 Joseph Church 9 Leslie Place, Yes Fonthill, Ontario, L0S 1A0 L. Murray Eades 17702 Shaw's Creek Road, Yes R.R. # 1 Alton, Ontario, L0N 1A0 Ashely Clarke 1604 - 39 Old Mill Road Yes Etobicoke, Ontario, M8X 1G6 Robert Rice 203 Greenwood Drive, Yes Bonfield, Ontario, P0H 1E0 5. Check A or B: A) The amalgamation agreement has been duly adopted by the shareholders of each of the amalgamating corporation as required by subsection 176 (4) of the Business Corporations Act on the date set out below:____X______ B) The amalgamation has been approved by the directors of each amalgamating corporation by a resolution as required by section 177 of the Business Corporations Act on the date set out below. The articles of amalgamation in substance contain the provisions of the articles of incorporation of_________and are more particularly set out in these articles.___________ Name of Amalgamating Ontario Corporation Date of Adoption/Approval Corporations: Number: L'AIR D'OR CORPORATION 000114703 July 10, 1996 TAGALDER CORPORATION 1110206 July 10, 1996 6. Restrictions, if any, on business the corporation may carry on or on powers the corporation may exercise. NONE 7. The classes and any maximum number of shares that the corporation is authorized to issue: THERE IS TO BE AN UNLIMITED NUMBER OF COMMON SHARES. 8. 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: NONE 9. The issue, transfer or ownership of shares is/is not restricted and the restrictions (if any) are as follows: NONE 10. Other provisions, if any, are: NONE OTHER THAN IN AMALGAMATION AGREEMENT (SCHEDULE "B"). These articles are signed in duplicate Names of amalgamating corporations and signatures and descriptions of office of their proper officers L'AIR D'OR CORPORATION /s/ Fred Rahn ______________________________ Fred Rahn - President /s/ L.Murray Eades ______________________________ L. Murray Eades - Director TAGALDER CORPORATION /s/ Gordon Leliever ______________________________ Gordon Leliever - President SCHEDULE "A" STATEMENT OF DIRECTOR SECTION 178 (2) I, L. MURRAY EADES, solemnly declare that: 1. I am a Director of L'AIR D'OR CORPORATION, one of the amalgamating corporations (hereinafter called the "Corporation"); 2. I have conducted such examinations of the books and records of the Corporation and have made such inquiries and investigations as are necessary to enable me to make this declaration; 3. I have satisfied myself that there are reasonable grounds for believing that: (a) the Corporation is, and the amalgamated corporation will be able to pay its liabilities as they become due; (b) the realizable value of the assets of the amalgamated corporation will not be less than the aggregate of its liabilities and stated capital of all classes; 4. There are reasonable grounds for believing that no creditor of the Corporation will be prejudiced by the amalgamation. DATED this 10th day of July 1996. /s/ L. Murray Eades ______________________ L. Murray Eades SCHEDULE "A" STATEMENT OF DIRECTOR SECTION 178 (2) I, GORDON LELIEVER, solemnly declare that: 1. I am the President of TAGLADER CORPORATION, one of the amalgamating corporations (hereinafter called the "Corporation"); 2. I have conducted such examinations of the books and records of the Corporation and have made such inquiries and investigations as are necessary to enable me to make this declaration; 3. I have satisfied myself that there are reasonable grounds for believing that: (a) the Corporation is, and the amalgamated corporation will be able to pay its liabilities as they become due; (b) the realizable value of the assets of the amalgamated corporation will not be less than the aggregate of its liabilities and stated capital of all classes; 4. There are reasonable grounds for believing that no creditor of the Corporation will be prejudiced by the amalgamation. DATED this l0th day of July 1996. /s/ Gordon Leliever _____________________ Gordon Leliever -SCHEDULE "B" AMALGAMATION AGREEMENT THIS AMALGAMATION AGREEMENT is made as of this 2nd day of November 1995. BETWEEN: L'AIR D'OR CORPORATION, a corporation incorporated under the laws of the Province of Ontario, hereinafter called "L'Air D'Or" AND: TAGALDER CORPORATION, a corporation incorporated under the laws of the Province of Ontario, hereinafter called "Tagalder" RECITALS: A. L'Air D'Or and Tagalder have agreed to amalgamate pursuant to the Business Corporations Act, 1982; B. L'Air D'Or and Tagalder have each made disclosure to the other of their respective assets and liabilities; and C. It is desirable that this amalgamation should be effected. NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged) the parties agree as follows: 1. INTERPRETATION In this Agreement, the following terms shall have the following meanings: "ACT" means the Business Corporations Act, 1982; "AGREEMENT" means this amalgamation agreement; "AMALGAMATED CORPORATION" means the corporation continuing from the amalgamation of the Amalgamating Corporations; "AMALGAMATING CORPORATIONS" means L'Air D'Or and Tagalder; "AMALGAMATION" means the amalgamation of the Amalgamating Corporations as contemplated in this Agreement; "BUSINESS DAY" means any day other than a Saturday or Sunday upon which Canadian chartered banks are open for business in Toronto Ontario. "DISSENTING SHAREHOLDER" means a shareholder of L'Air D'Or or Tagalder as the case may be, who, in connection with the special resolution of the shareholders of L'Air D'Or and Tagalder as the case may be, which approves and adopts this Agreement, has sent to L'Air D'Or or Tagalder as the case may be, a written objection and a demand for payment within the time limits and in the manner prescribed by sections 184 (6) and 184 (8) of the Act respectively with respect to his shares; "EFFECTIVE DATE" means the date of the Amalgamation as set forth in the certificate of amalgamation issued to the Amalgamated Corporation; "JOINT INFORMATION CIRCULAR" means the joint information circular to be mailed to the shareholders of L'Air D'Or and Tagalder in connection with the Joint Special Meeting of Shareholders; "JOINT SPECIAL MEETING OF SHAREHOLDERS" means the joint special meeting of the shareholders of L'Air D'Or and Tagalder to be held for the purpose of considering a special resolution relating to the Amalgamation; Words and phrases used in this Agreement and defined in the Act shall have the same meaning in this Agreement as in the Act unless the context otherwise requires. 2. AGREEMENT TO AMALGAMATE The Amalgamating Corporations do hereby agree to amalgamate pursuant to the provisions of section 173 of the Act as of the Effective Date and to continue as one corporation on the terms and conditions set out in this Agreement. 3. NAME The name of the Amalgamated Corporation shall be Tagalder Incorporated. 4. REGISTERED OFFICE The registered office of the Amalgamated Corporation shall be 19063 Mountainview Rd., Caledon, Ontario; P.O. Box 420, Caledon East, Ont., LON 1E0. 5. AUTHORIZED CAPITAL The Amalgamated Corporation is authorized to issue an unlimited number of common shares. 6. NUMBER OF DIRECTORS The Board of Directors of the Amalgamated Corporation shall, until otherwise changed in accordance with the Act, consist of a minimum number of 1 and a maximum number of 11 Directors. The number of Directors shall be determined by the shareholders in accordance with the Act subject to the right of the Board of Directors to increase the number of Directors at any time up to a maximum number of 11. 7. BUSINESS There shall be no restriction on the business which the Amalgamated Corporation is authorized to carry on. 8. YEAR END The year end of the Amalgamated Corporation shall be December 31 in each year. 9. INITIAL DIRECTORS The first directors of the Amalgamated Corporation shall be the persons whose names and residential addresses appear below: Name Address Gordon Leliever P.O. Box 420, Caledon East, Ontario LON 1EO Joseph Church 9 Leslie Place Fonthill Ontario LOS 1E3 L. Murray Eades 17702 Shaw's Creek Rd. R.R. # 1 Alton, Ontario LON lAO Ashley Clarke 1604 -39 Old Mill Rd. Etobicoke, Ontario M8X lG6 Robert Rice 203 Greenwood Dr. Bonfield, Ontario POH lEO Such Directors shall hold office until the first annual meeting of shareholders of the Amalgamated Corporation or until their successors are elected or appointed. 10. AMALGAMATION On the Effective Date: (a) one common share of the Amalgamated Corporation shall be issued in exchange for each 10 issued and outstanding shares of L'Air D'Or, and one common share of the Amalgamated Corporation shall be issued in exchange for each issued and outstanding share of Tagalder. (b) a Dissenting Shareholder will be entitled to be paid the fair value for the issued shares of L'Air D'Or or Tagalder, as the case may be, held by such shareholder. 11. BY-LAWS The by-laws of the Amalgamated Corporation, until repealed, amended or altered shall be in the form of the by-laws of L'Air D'Or. 12. SPECIAL MEETINGS OF SHAREHOLDERS OF L'AIR D'OR AND TAGALDER The parties hereto shall use their best efforts to .cause the L'Air D'Or shareholders and the Tagalder shareholders, respectively, to vote in favour of the special resolution. 13. EFFECTIVE DATE OF AMALGAMATION Subject to this Agreement, if the conditions precedent to the completion of the Amalgamation set forth herein have then been satisfied or waived, following the Special Meetings of Shareholders the parties shall cause Articles of Amalgamation to be filed with the Director under the Act, provided that Tagalder in its sole discretion shall determine the specific date prior to January 15, 1996, on which such Articles of Amalgamation are filed. 14. REPRESENTATIONS AND WARRANTIES OF L'AIR D'OR L'Air D'Or represents and warrants to and in favour of Tagalder as follows and acknowledges that Tagalder is relying upon such representations and warranties in connection with the entering into of this Agreement and the completion of the Amalgamation: (a) L'Air D'Or is a corporation duly incorporated and organized and validly existing under the law of the Province of Ontario; (b) L'Air D'Or is a reporting issuer presently in default under the Securities Act (Ontario) and presently is in compliance with all applicable regulations pertaining to the listing of its common shares on the CDN System; (c) L'Air D'Or has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The execution and delivery of this Agreement by L'Air D'Or and the completion thereof in accordance with its terms does not violate any provisions of (i) the constating documents or by-laws of L'Air D'Or,(ii)any indenture, contract, instrument or other agreement, written or oral, to which L'Air D'Or is a party or by which it is bound, or (iii) any statute, regulation, rule or law to which L'Air D'Or is subject; (e) The execution and delivery of this Agreement, the completion of the terms hereof and the completion of the Amalgamation have been duly authorized by all necessary corporate action on the part of L'Air D'Or and this Agreement has been duly executed and delivered by L'Air D'Or and constitutes a legal, valid and binding obligation of L'Air D'Or enforceable against L'Air D'Or in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally and to the fact that the granting of equitable remedies such as specific performance and injunction is within the discretion of a court of competent jurisdiction; (f) The authorized capital of L'Air D'Or consists of an unlimited number of common shares of which 81,696,360 common shares are issued and outstanding as fully paid and non-assessable and immediately prior to amalgamation there will be 81,696,360 common shares issued and outstanding as fully paid and non-assessable; (g) No person, firm or corporation has any agreement or option or any right or privilege capable of becoming an agreement for the purchase, subscription, allotment, issue or redemption of any of the issued or unissued shares of L'Air D'Or or of any other securities of L'Air D'Or; (h) L'Air D'Or has no subsidiaries or agreements of any nature to acquire any subsidiary; (i)The audited and unaudited financial statements of L'Air D'Or for each of its fiscal years previously delivered to Taga1der were prepared in accordance with generally accepted accounting principles applied on a consistent basis and present fairly the financial position of L'Air D'Or as at the respective fiscal year ends; (j) There has been no change in the financial position of L'Air D'Or; (k)Since September 15,1995there has been no material change in the affairs, financial condition, assets, liabilities, business or operations of L'Air D'Or; (l) The information to be contained in the Joint Information Circular relating to L'Air D'Or will be accurate and complete in all material respects and will not contain a misrepresentation (as such term is defined in the Securities Act Ontario) ; (m) There are no actions, suits or proceedings (whether or not purportedly on behalf of L'Air D'Or), pending or threatened against or affecting L'Air D'Or, at law or in equity, or before or by any federal, provincial, municipal or other governmental department, commission, board, bureau, agent or instrumentality, domestic or foreign. L'Air D'Or is not aware of any existing ground on which any such action, suit or proceeding might be commenced. 15. REPRESENTATION AND WARRANTIES OF TAGALDER Tagalder represents and warrants to and in favour of L'Air D'Or as follows and acknowledges that L'Air D'Or is relying upon such representations and warranties in connection with the entering into of this Agreement and the completion of the Amalgamation: (a)Taga1der is a corporation duly incorporated and organized and validly existing under the laws of the Province of Ontario; (b) Tagalder has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (c) The execution and delivery of this Agreement by Tagalder and the completion of the Amalgamation do not and will not conflict with or result in the violation of the terms and provisions of (i) the constating documents or by-laws of Tagalder, (ii) any indenture contract instrument or other agreement, written or oral, to which Tagalder is a party or by which it is bound, or (iii) any statute, regulation, rule or law to which Tagalder is subject; (d) The execution and delivery of this Agreement, the completion of the terms hereof and the completion of the Amalgamation have been duly authorized by all necessary corporate action on the part of Tagalder and this Agreement has been duly executed and delivered by Tagalder and constitutes a legal, valid and binding obligation of Tagalder enforceable against bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally and to the fact that the granting of equitable remedies such as specific performance and injunction is within the discretion of a court of competent jurisdiction; (e) The authorized capital of Tagalder consists of an unlimited number of common shares of which 41,830,364 common shares will be issued and outstanding as fully paid and non-assessable on the Effective Date. (f) No person, firm or corporation has any agreement or option or any right or privilege capable of becoming an agreement for the purchase, subscription, allotment, issue or redemption of any of the issued or unissued shares of Tagalder or of any other securities of Tagalder; (g) Tagalder has no subsidiaries or agreements of any nature to acquire any subsidiary; (h) Since September 15, 1995 there has been no material adverse change in the affairs, financial condition, assets, liabilities, business or operations of Tagalder; (i) There are no actions, suits or proceedings (whether or not purportedly on behalf of Tagalder, pending or threatened against or affecting Tagalder at law or in equity, or before or by any federal, provincial, municipal or other governmental department, commission, board, bureau, agent or instrumentally, domestic or foreign. Tagalder is not aware of any existing ground on which any such action, suite or proceeding might be commenced; (j) The information to be contained in the Joint Information Circular relating to Tagalder will be accurate and complete in all material respects and will not contain a misrepresentation (as such term is defined in the Securities Act Ontario) . 16. CONDITIONS IN FAVOUR OF TAGALDER The obligation of Tagalder to complete the Amalgamation is subject to the following conditions which are for the exclusive benefit of Tagalder and may be waived by Tagalder in whole or in part: (a) The representations and warranties of L'Air D'Or contained in this Agreement shall have been true and correct on and as of the date of this Agreement and the said representations and warranties of L'Air D'Or shall be true and correct in all material respects on and as of the Effective Date with the same force and effect as if made on and as of such date, and L'Air D'Or shall deliver to Tagalder on the Effective Date a certificate of the President of L'Air D'Or dated that date and to that effect; (b) All of the covenants, agreements and obligations herein agreed to be performed by L'Air D'Or on or before the Effective Date shall have been complied with or performed; (c) On or prior to the Effective Date, all actions, proceedings, instruments and documents required to carry out the terms of this Agreement and all other related legal matters shall have been approved by counsel to Tagalder acting reasonably. 17. CONDITIONS IN FAVOUR OF L'AIR D'OR The obligation of L'Air D'Or to complete the Amalgamation is subject to the following conditions, which are for the exclusive benefit of L'Air D'Or and may be waived by L'Air D'Or in whole or in part: (a) The representations and warranties of Tagalder contained in this Agreement shall have been true and correct on and as of the date of this Agreement and the said representations and warranties of Tagalder shall be true and correct in all material respects on and as of such date and Tagalder shall deliver to L'Air D'Or on the Effective Date a certificate of the President of Tagalder dated that date and to that effect; (b) All of the covenants, agreements and obligations herein agreed to be performed by Tagalder on or before the Effective Date shall have been complied with or performed; (c) On or prior to the Effective Date, all actions, proceedings, instruments and documents required to carry out the terms of this Agreement and all other related legal matters shall have been approved by counsel to L'Air D'Or, acting reasonably. 18. MUTUAL CONDITIONS PRECEDENT The obligation of Tagalder and L'Air D'Or to complete the Amalgamation is subject to the following conditions precedent which are for the benefi~ of both of them and may be waived in whole or in part only by both of them: (a) Neither Tagalder nor L'Air D'Or shall have received on or prior to the Effective Date notice from any shareholder of the shareholder's intention to exercise their dissent rights under applicable law; (b) This Agreement shall have been approved and adopted by the shareholders of Tagalder and L'Air D'Or as required under the Act and the Securities Act (Ontario); (c) No action shall have been instituted and be continuing on the Effective Date for an injunction to restrain, for a declaratory judgment in respect of, or for damages on account of or relating to the Amalgamation, the cease trading order with respect to any shares of L'Air D'Or shall have been revoked, and any required notice to or approval of any regulatory authority in connection with the Amalgamation shall have been obtained. 19. SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES The covenants, representations and warranties of the parties contained in this Agreement and contained in any certificate or document given pursuant hereto shall survive the completion of the Amalgamation and, notwithstanding such completion, shall continue in full force and effect indefinitely. 20. L'AIR D'OR AND TAGALDER L'Air D'Or and Tagalder hereby agree to indemnify and hold harmless one another on behalf of themselves and for and on behalf of and in trust for each of the directors of Tagalder and L'Air D'Or from and against any and all losses, claims, damages, costs, expenses and liabilities incurred by reason of, arising out of, or resulting from any breach by L'Air D'Or or Tagalder of any of their respective covenants contained herein or arising out of or resulting from a breach of, or inaccuracy in, any of the representations and warranties of L'Air D'Or and Tagalder contained herein. 21. NOTICES Any notice required or permitted to be given to any party hereunder shall be in writing and shall be given by delivering the same in person on any Business Day in the case of Tagalder to 6855 Meadowvale Town Center Circle, Suite 316, Mississauga, Ontario. L5N 2Y1, to the attention of the President, and in the case of L'Air D'Or to 20 Shamrock Road, Erin, Ontario, NOB ITO, to the attention of the President. 22. FURTHER ASSURANCES Each party hereto shall with reasonable diligence do all such acts and things and execute and deliver all such documents or instruments required by each other party as may reasonably. be necessary or desirable to effect the purpose and intent of this Agreement and to carry out its provisions. 23. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the law of Canada applicable therein. 24. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties to this Agreement relating to the Amalgamation and supersedes all prior agreements and understandings, oral and written, between such parties with respect to the subject matter hereof. 25. COUNTERPARTS This Agreement may be signed in counterparts and each of such counterparts shall constitute an original document and such counterparts taken together, shall constitute one and the same instrument. IN WITNESS WHEREOF the parties have executed this Agreement as of the 2ND Day of November 1995. TAGALDER CORORATION BY: /s/ Gordon Leliever ____________________________ Gordon Leliever L'AIR D'OR CORPORATION BY: /s/ Fred Rahn ____________________________ Fred Rahn