Corporation Notices
Poundmaker Project Management Inc.
Take Notice that a final meeting of the Shareholder of Poundmaker Project Management Inc. was held on July 4, 2006 at which time the liquidator for Poundmaker Project Management Inc. presented its account and explanation of the voluntary winding up of Poundmaker Project Management Inc.
Dated the 4th day of July, 2007.
Graeme Lowry
Liquidator of Poundmaker Project Management Inc.
(140-P202A)
Bullitt Graphics Inc.
Take Notice that a final meeting of the Shareholder of Bullitt Graphics Inc. was held on February 15, 2007 at which time the liquidator for Bullitt Graphics Inc. presented its account and explanation of the voluntary winding up of Bullitt Graphics Inc.
Dated the 15th day of February, 2007.
Kelly Lowry
Liquidator of Bullitt Graphics Inc.
(140-P202B)
Notice is hereby provided under subsection 72(4) of the Credit Unions and Caisses Populaires Act, 1994 that Credit Union Central of Ontario Limited intends to apply for the approval of the Superintendent of Financial Services (Ontario) of the reduction in stated capital authorized by the special resolution set out below:
Special Resolution Of The Members Of Credit Union Central Of Ontario Limited (“Central”)
RE: Combination with Credit Union Central of British Columbia (“BC Central”)
Now Therefore Be It Resolved That:
- The agreement between Central and BC Central dated as of the 8th day of May, 2007 (the “Combination Agreement”), whereby Central agrees to sell, transfer and assign all or substantially all of its assets and liabilities to BC Central in exchange for shares in BC Central, be hereby adopted and approved without amendment or variation.
- Any officer or director of Central is authorized and directed to execute and deliver, in the name and on behalf of Central and under its corporate seal or otherwise, all such certificates, instruments, agreements, articles, notices, affidavits and other documents, and to do all such other acts and things, as in the opinion of such person may be necessary or desirable in connection with the Combination Agreement, and with the performance by Central of its obligations thereunder.
- No further approval of the members of Central be required if the board of directors of Central determines, in its sole and absolute discretion, that the conditions precedent for the benefit of Central contained in the Combination Agreement have not been met and that Central will not, therefore, complete the transaction contemplated by the Combination Agreement.
- Subject to the approval of the Superintendent of Financial Services under section 72 of the Credit Unions and Caisses Populaires Act, 1994 and with effect as of the Closing Date:
- Central hereby reduce its stated capital maintained for membership shares to the extent of an amount equal to the issued and outstanding membership shares as of the Closing Date (the “Reduction Amount”) and return the Reduction Amount to the members in property as follows:
- as of the Closing Date, one Class A Share held by Central to each member (the “Initial Distribution”); and
- as of the Final Adjustment Date:
- all of the Class A Shares remaining after the distribution of the Initial Distribution pro rata to the members’ membership share shareholdings (the “Final Class A Distribution”);
- the number of Class E Shares having a redemption value of $100 equal to the difference between the Reduction Amount and the sum of the Initial Distribution, the Final Class A Distribution, and the cash consideration paid by BC Central, pro rata to the members’ membership share shareholdings; and
- the cash consideration paid by BC Central, pro rata to the members’ membership share shareholdings.
- The deduction of the Reduction Amount from the stated capital account of Central maintained for the membership shares is hereby approved and directed.
- Any officer or director of Central is authorized and directed to execute and deliver, in the name and on behalf of Central and under its corporate seal or otherwise, all such certificates, instruments, agreements, articles, notices, affidavits and other documents, and to do all such other acts and things, as in the opinion of such person may be necessary or desirable to give effect to the foregoing.
- Any capitalized terms used in this section 4 that are not otherwise defined shall have the meanings given to them in the Combination Agreement, unless the context otherwise requires.
- Central hereby reduce its stated capital maintained for membership shares to the extent of an amount equal to the issued and outstanding membership shares as of the Closing Date (the “Reduction Amount”) and return the Reduction Amount to the members in property as follows:
Passed by the board of directors of Credit Union Central of Ontario Limited at a duly called meeting of the board of directors held on the 8th day of May, 2007.
Witness the Corporate Seal of Credit Union Central of Ontario Limited.
Confirmed by at least two-thirds of the votes cast by the members of Credit Union Central of Ontario Limited at a special general meeting of the members duly called for the purpose held on the 22nd day of June, 2007.
“Sheena Lucas”
Sheena Lucas
Chair Interim
“Lesley Ross”
Lesley Ross
Corporate Secretary
(140-P203)