HomeMy WebLinkAbout20023361.tiff • SECRETARY OF STATE
STATE OF MONTANA
BOB BROWN PRIORITY
Business Services Bureau Montana State Capitol
Jl .,.
Pat Halley, Deputy Y - PO Box 202801
F• _ Helena, MT 59620-2801
(406)444-3665
http://www.state.mt.us/sos/
ROBERT T LINCOLN „ ,
DUNNINGTON BARTHOLOW&MILLER MERGER OF ENTI CH GAS
666 THIRD AVENUE VENTURES INC.; THE •
NEW YORK NY 10017-5683 'MONTANA-POWER GAS
COMPANY,RENO,INC.INTO
January 8, 2002 NORTH AlvIERICAN
RESOURCES COMPANY
Dear Mr. Lincoln: ARTICLES OF MERGER
Date ofFiling Decei ber 28,2001
I've approved the filing of the documents for the Filing Number D0SI,40Q 38765
above named entity. The document number and
filing date have been recorded on the original document. This letter serves as your certificate
of filing and should be maintained in your files for future reference.
Thank you for giving this office the opportunity to serve you. If you have any questions in
this regard, or need additional assistance, please do not hesitate to contact the Business
Services Bureau professionals at (406) 444-3665.
Sincerely,
O ei?")
Bob Brown
Secretary of State
Enclosure
o?®D2 3y
E133
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3 IS-VC
• STATE OF MONTANA
ARTICLES OF MERGER FILED
OF DEC 2D 2001ar
ENTECH GAS VENTURES, INC., Fk-W, f
THE MONTANA POWER GAS COMPANY, SECRETARY OF STATE J
XENO, INC.
AND (62 _O si a ov
NORTH AMERICAN RESOURCES COMPANY
To the Secretary of State
State of Montana
Pursuant to the provisions of the Montana Business Corporation Act, the undersigned Montana
business corporations do hereby submit the following Articles of Merger.
1. Annexed hereto and made a part hereof is a Plan of Merger for merging Entech
Gas Ventures, Inc., The Montana Power Gas Company and Xeno, Inc. with and into North
American Resources Company, as approved by the Board of Directors of all of the corporations
on December 19, 2001. PanCanadian Energy Inc., a Delaware corporation, as the holder of all of
the issued and outstanding shares of each of the four corporations party to the mergers, approved
the Plan of Merger on December 19, 2001 and waived the requirements of mailing a copy of the
Plan of Merger.
I 2. The aforesaid Plan of Merger was adopted in accordance with the provisions of
Section 35-1-813 of the Montana Business Corporation Act on December 19, 2001.
3. The effective time and date of the mergers herein provided for shall be 11:00 p.m
on December 31, 2001.
Executed on December AO 2001
ENTECH GAS VENTURES, INC. XENO, INC.
By: ltniIO, AAft1A By: 4AILIV1A4AtILW
Name of officer: Rachel Desroches Name of officer: Rachel Desroches
Title of officer:Assistant Secretary Title of officer: Assistant Secretary
THE MONTANA POWER GAS COMPANY NORTH AMERICAN RESOURCES
COMPANY/ n �
By: 4,4LiPX, ..��1i(w(J By: ./Z€ ft �ln 44A.9h'1 )
Name of officer: Rachel Desroches Name of officer: Rachel Desroches
Title of officer: Assistant Secretary Title of officer: Assistant Secretary
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PLAN OF MERGER
1. Entech Gas Ventures, Inc., a business corporation of the State of Montana, ("EGVI"), The
Montana Power Gas Company, a business corporation of the State of Montana ("MPGC") and
Xeno, Inc., a business corporation of the State of Montana ("Xeno"), are hereby merged with and
into North American Resources Company, a business corporation of the State of Montana
("NARCO"),pursuant to the provisions of Section 35-1-813 of the Montana Business Corporation
Act. All of the issued and outstanding shares of EGVI, MPGC, Xeno and NARCO are owned by
PanCanadian Energy Inc. a business corporation of the State of Delaware.
2. The separate existence of EGVI, MPGC and Xeno shall cease at the effective time and date
of the mergers, and NARCO shall continue its existence as the surviving corporation pursuant to
the provisions of the Montana Business Corporation Act.
3. The issued shares of EGVI, MPGC and Xeno shall not be converted in any manner, but
each said share, which is issued at the effective time and date of the mergers, shall be surrendered
and extinguished.
4. The Articles of Incorporation of the surviving corporation, as now in force and effect,
shall continue to be the Articles of Incorporation of said surviving corporation, except as
amended in accordance with paragraph 5 below, and said Articles of Incorporation as so amended
shall continue in full force and effect until further amended and changed in the manner
prescribed by the provisions of the Montana Business Corporation Act.
5. At the effective time of the mergers Article I of the surviving corporation's Articles of
Incorporation will be amended to change the name of the surviving corporation to PanCanadian
Energy Resources Inc.
6. The present by-laws of the surviving corporation will be the by-laws of said surviving
corporation and will continue in full force and effect until changed, altered, or amended as
therein provided and in the manner prescribed by the provisions of the Montana Business
Corporation Act.
7. The directors and officers in office of the surviving corporation at the effective time of the
mergers shall remain and be the members of the Board of Directors and the officers of the
surviving corporation, all of whom shall hold their directorships and offices until the election and
qualification of their respective successors or until their tenure is otherwise terminated in
accordance with the by-laws of the surviving corporation.
8. The Board of Directors and the proper officers of each of EGVI, MPGC, Xeno and
NARCO are hereby authorized, empowered, and directed to do any and all acts and things, and to
make, execute, deliver, file, and/or record any and all instruments, papers, and documents which
shall be or become necessary, proper, or convenient to carry out or put into effect any of the
provisions of this Plan of Merger or of the mergers herein provided for.
16:11 DEC`28, 2001 TEL NO: 212-894-8888 1206424 PAGE: 2/2
I:\ETLFILHS\PANCDN\Nazco\Cccs\A ddeau a Art-merges dx282001.version#7.dx
ADDENDUM TO
ARTICLES OF MERGER
The Plan of Merger for merging Entech Gas Ventures, Inc., The Montana Power Gas
Company and Xeno,Inc.with and into North American Resources Company,was approved by the
Unanimous Written Consents of the respective Board of Directors of all of the corporations on
December 19,2001. PanCanadian Energy Inc.,a Delaware corporation,("PEI")as the holder of all
of the issued and outstanding shares of each of the four corporations party to the merger approved
the Plan of Merger on December 19,2001 by Written Consent of the Sole Shareholder.
PEI(a)owns 10 shares of common stock of Entech Gas Ventures,Inc.and voted all such
shares in favor of the Plan of Merger;(b)owns 10 shares of common stock of The Montana Power
Gas Company and voted all such shares in favor of the Plan of Merger; (c)owns 300 shares of
common stock ofXeno,Inc.and voted all such shares in favor of the Plan of Merger;and(d)owns
49,000 shares of common stock of North American Resources Company and voted all such shares
in favor of the Plan o f Merger.
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