UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): August 6, 2020
ZOMEDICA PHARMACEUTICALS CORP.
(Exact name of registrant as specified in its charter)
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Alberta, Canada
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001-38298
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N/A
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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100 Phoenix Drive, Suite 180, Ann Arbor, Michigan
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48108
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (734) 369-2555
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Securities registered pursuant to Section
12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Shares, without par value
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ZOM
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NYSE American
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Item 5.02
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Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On August 6, 2020, Robert Cohen, the Interim
Chief Executive Officer of Zomedica Pharmaceuticals Corp. (the “Company”), and Christopher Wolfenberg were appointed
by the Board of Directors (the “Board”) of the Company, to serve as members of the Board. Following Messrs. Cohen’s and Wolfenberg’s appointments to the Board, the Board is comprised
of 4 independent directors and 2 non-independent directors. Neither Mr. Cohen nor Mr. Wolfenberg are expected to serve on the Audit
Committee, the Nominating and Corporate Governance Committee or the Compensation Committee of the Board.
On August 6, 2020, the Board appointed
Ann Cotter, the Company’s Vice President of Finance since August 2018 and, as of August 14, 2020, the Company’s Interim
Chief Financial Officer, as the Company’s Corporate Secretary, effective August 14, 2020.
Robert Cohen
As previously disclosed on the Company’s
Current Report on 8-K filed with the SEC on June 17, 2020, Mr. Cohen has been the Interim Chief Executive Officer of the Company
since June 16, 2020. Mr. Cohen has more than 35 years of experience developing and successfully commercializing medical and biotechnology
devices.
There are no arrangements or understandings
between Mr. Cohen and any other persons pursuant to which he was selected as a director. There are no transactions between Mr.
Cohen and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
Christopher Wolfenberg
Mr. Wolfenberg is a partner with
Fasken Martineau DuMoulin LLP (“Fasken”). He has practiced business law for almost 20 years and has acted as a director and officer of
public, private and not for profit corporations. Mr. Wolfenberg holds an LL.M. from Cornell Law School, an LL.B. from
Queen’s University and a Bachelor of Social Sciences from the University of Ottawa.
The Company engages Fasken for a
variety of legal services and paid approximately $182,000 in legal fees to the law firm since the firm’s engagement in
fiscal 2019. There are no arrangements or understandings between Mr. Wolfenberg and any other person pursuant to which Mr.
Wolfenberg was selected as a director, and, other than as described above, there are no transactions between Mr. Wolfenberg
and the Company that would require disclosure under Item 404(a) of Regulation S-K.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On August 6, 2020 the Board approved
and adopted amendments to the Company’s Amended and Restated By-law No. 1 (as amended, the “Amended and Restated
By-Law No. 1 (2nd Version)” or the “Amended and Restated By-laws”), subject to shareholder
ratification and confirmation. The Amended and Restated By-Laws are currently effective, and the Board is required to submit
the By-law Amendments to shareholders for consideration at the Company’s pending Annual and Special Virtual-Only
Meeting (the “Meeting”). The Amended and Restated By-Laws will cease to be effective if they are not ratified and
confirmed by the shareholders at the Meeting. The Amended and Restated By-laws, among other things, include the following
changes:
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Revision of Section 3.04 to provide that
the Company does not need to maintain one-quarter of its directors as “resident Canadians” as defined in the Business
Corporations Act (Alberta) (the "ABCA"), or to require that the directors only transact business at meetings where one-quarter
of the directors present are “resident Canadians”, unless required by the ABCA;
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·
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Revisions of Sections 2.05, 8.01 and
8.02 to remove certain provisions of the by-laws delegating certain powers of the Corporation to specified officers of the
Corporation, including the authority of the president to exercise borrowing powers, the authority of the president to
determine the place of holding of annual shareholder meetings and the authority of the chairman, the president of the chief
executive officer to call special meetings of shareholders;
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Revision of Section 8.03 to provide that
meetings of shareholders shall be held at any place within or outside Alberta as determined by the directors from time to time.
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Addition of a new Section 8.04 to allow a meeting of shareholders to be held, in accordance
with the ABCA, entirely by electronic means, telephone or communications facility that permits all participants to
communicate adequately with each other during the meeting;
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Addition of new Section 8.08 to, subject
to the ABCA, allow shareholders or any other person entitled to attend a meeting of shareholders to participate in the meeting
by electronic means, telephone or other communication facilities that permit all participants to hear or otherwise communicate
with each other. A person participating in a meeting by those means is deemed to be present at the meeting;
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Revision of Section 8.10 to change
the quorum at a meeting of shareholders to be two persons present and holding or representing by proxy not less than 25% of the
outstanding common shares entitled to be voted at a meeting;
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Revision of Section 8.12 to provide for voting procedures at shareholder
meetings, including matters related to a vote by show of hands and by ballot, and also providing for the authority of the chairman
at a meeting in relation to votes upon matters, such as the right of the chairman to determine that matter has been carried or
not carried, or to require a ballot and determine the manner by which a ballot shall be conducted. Further, the casting vote granted
to the chairman at a meeting of shareholders has been deleted; and
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Addition of new Section 8.13 to allow
for voting at a meeting of shareholders, in accordance with the ABCA, entirely by electronic means if the Company makes available
such a communications facility.
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The foregoing summary of the Amended and Restated By-laws does
not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated By-laws,
a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference. A copy of the Amended and Restated By-laws,
marked to show the changes to Amended and Restated By-law No. 1, has also been attached as Exhibit 3.2.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ZOMEDICA PHARMACEUTICALS CORP.
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Date: August 7, 2020
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By:
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/s/ Shameze Rampertab
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Name: Shameze Rampertab
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Title: Chief Financial Officer
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Exhibit 3.1
AMENDED
AND RESTATED BY-LAW NO. 1 (2ND VERSION)
A by-law
relating generally to the
transaction
of the business and
affairs of
ZOMEDICA
PHARMACEUTICALS CORP.
TABLE OF CONTENTS
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ARTICLE 1 INTERPRETATION
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1
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1.01 Definitions
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1
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ARTICLE 2 BUSINESS OF THE CORPORATION
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1
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2.01 Registered Office
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1
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2.02 Corporate Seal
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1
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2.03 Financial Year
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2
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2.04 Execution of Instruments
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2
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2.05 Delegation of Borrowing Power
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2
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ARTICLE 3 DIRECTORS
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2
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3.01 Number and Qualification of Directors
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2
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3.02 Election and Term
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2
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3.03 Action by the Board
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2
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3.04 At Least One Quarter Canadians at Meetings
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3
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3.05 Meeting by Telephone
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3
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3.06 Place of Meetings
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3
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3.07 Calling of Meetings
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3
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3.08 Notice of Meeting
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3
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3.09 First Meeting of New Board
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3
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3.10 Chairman
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3
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3.11 Quorum
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4
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3.12 Votes to Govern
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4
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3.13 Remuneration and Expenses
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4
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3.14 Resolutions in Writing
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4
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ARTICLE 4 OFFICERS
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4
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4.01 Appointment
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4
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4.02 President
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4
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4.03 Powers and Duties of other Officers
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5
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4.04 Term of Office
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5
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4.05 Agents and Attorneys
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5
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ARTICLE 5 COMMITTEES
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5
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5.01 Committees of the Board
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5
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5.02 Transaction of Business
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5
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5.03 Advisory Bodies
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5
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5.04 Procedure
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5
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ARTICLE 6 PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
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5
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6.01 Limitation of Liability
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5
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6.02 Indemnity
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6
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ARTICLE 7 SHARES
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6
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7.01 Allotment of Shares
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6
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7.02 Commissions
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6
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7.03 Non-recognition of Trusts
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6
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7.04 Share Certificates
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6
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7.05 Replacement of Share Certificates
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7
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7.06 Deceased Shareholders
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7
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7.07 Transfer Agents and Registrars
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7
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ARTICLE 8 MEETINGS OF SHAREHOLDERS
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7
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8.01 Annual Meetings
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7
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8.02 Special Meetings
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7
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8.03 Place of Meetings
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7
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8.04 Meeting by Electronic Means
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8
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8.05 Participation in Meeting by Electronic Means
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8
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8.06 Notice of Meetings
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8
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8.07 List of Shareholders Entitled to Notice
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8
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8.08 Meetings Without Notice
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8
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8.09 Chairman and Secretary
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8
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8.10 Quorum
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8
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8.11 Only One Shareholder
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9
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8.12 Votes to Govern
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9
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8.13 Electronic Voting
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9
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8.14 Nominations of Directors
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9
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ARTICLE 9 NOTICES
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12
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9.01 Method of Giving Notices
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12
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9.02 Notice to Joint Shareholders
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12
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9.03 Computation of Time
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12
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9.04 Omissions and Errors
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12
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9.05 Persons Entitled by Death or Operation of Law
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12
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9.06 Waiver of Notice
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13
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9.07 Interpretation
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13
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ARTICLE 10 EFFECTIVE DATE
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13
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10.01 Effective Date
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13
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BE IT ENACTED as a by-law of the Corporation
as follows:
ARTICLE 1
INTERPRETATION
In the by-laws of the Corporation,
unless the context otherwise requires:
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(a)
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"Act" means the Business Corporations Act (Alberta), and any regulations
thereunder, as may be amended or substituted from time to time hereafter;
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(b)
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"appoint" includes "elect" and vice versa;
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(c)
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"articles" means the articles attached to the Certificate of Incorporation of
the Corporation as from time to time amended or restated;
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(d)
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"board" means the board of directors of the Corporation;
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(e)
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"by-laws" means this by-law and all other by-laws of the Corporation
from time to time in force and effect;
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(f)
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"Corporation" means the corporation incorporated under the Act by the said certificate
to which the articles are attached;
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(g)
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"meeting of shareholders" includes an annual meeting of shareholders and a special
meeting of shareholders; and "special meeting of shareholders" includes a meeting of any class or classes of shareholders
and a special meeting of all shareholders entitled to vote at an annual meeting of shareholders; and
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(h)
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"recorded address" has the meaning set forth in Section 9.07.
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Save as aforesaid, words and expressions
defined in the Act, including "resident Canadian", have the same meanings when used herein. Words importing
the singular number include the plural and vice versa; words importing gender include the masculine, feminine and neuter genders;
and words importing a person include an individual, partnership, association, body corporate, trustee, executor, administrator
and legal representative.
ARTICLE 2
BUSINESS OF THE CORPORATION
The registered office of the Corporation
shall be at the place within the Province of Alberta as is specified in the notice thereof filed with the articles and thereafter
as the board may from time to time determine.
The corporate seal, if any, of the Corporation
shall be in the form adopted by the board from time to time.
The financial year of the Corporation shall
end on such date as may be determined by the directors from time to time.
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2.04
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Execution of Instruments
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Unless otherwise specified by the directors,
contracts, documents and other instruments requiring execution by the Corporation shall be signed by any one person who holds the
office of chairman of the board, managing director, president, chief executive officer, chief operating officer, chief medical
officer, vice-president, director, chief financial officer, secretary, treasurer, or any other office created by by-law or
by the board. In the case where only one director has been elected, all contracts, documents and other instruments requiring execution
shall require the signature of the sole director, and all contracts, documents and other instruments so signed shall be binding
upon the Corporation without any further authorization or formality. The directors are authorized from time to time by resolution
to appoint any officer or officers or any other person or persons on behalf of the Corporation either to sign contracts, documents
and instruments generally or to sign specific contracts, documents or instruments.
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2.05
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Delegation of Borrowing Power
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Unless the articles of the Corporation
otherwise provide, the board may from time to time delegate to a director, a committee of the board, or an officer of the Corporation
any or all of the powers conferred on the board by the Act in respect of the borrowing powers of the Corporation to such extent
and in such manner as the board may determine at the time of such delegation.
ARTICLE 3
DIRECTORS
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3.01
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Number and Qualification of Directors
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Until changed in accordance with the Act,
the board shall consist of not fewer than the minimum number and not more than the maximum number of directors provided in the
articles. If required by the Act, at least one-quarter of the directors shall be resident Canadians.
The election of directors shall take place
at each annual meeting of shareholders and all the directors then in office shall retire but, if qualified, shall be eligible for
re-election. The number of directors to be elected at any such meeting shall be the number of directors then in office
unless the directors otherwise determine. If an election of directors is not held at the proper time, the incumbent directors
shall continue in office until their successors are elected.
The board shall manage the business and
affairs of the Corporation. The powers of the board may be exercised at a meeting (subject to Sections 3.05 and 3.11) at
which a quorum is present or by resolution in writing signed by all the directors entitled to vote on that resolution at a meeting
of the board. Where there is a vacancy in the board, the remaining directors may exercise all the powers of the board so
long as a quorum remains in office.
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3.04
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At Least One Quarter Canadians at Meetings
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If required by the Act, the board shall
not transact business at a meeting, other than filling a vacancy in the board, unless at least one quarter of the directors present
are resident Canadians, except where:
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(a)
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a resident Canadian director who is unable to be present approves in writing or by telephone or
other communications facilities the business transacted at the meeting; and
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(b)
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the number of resident Canadian directors present at the meeting, together with any resident Canadian
director who gives his approval under clause (a), totals at least one quarter of the directors present at the meeting.
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3.05
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Meeting by Telephone
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If all the directors of the Corporation
consent thereto generally or in respect of a particular meeting, a director may participate in a meeting of the board or of a committee
of the board by means of such conference telephone or other communications facilities as permit all persons participating in the
meeting to hear each other, and a director participating in such a meeting by such means is deemed to be present at the meeting.
Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect
to all meetings of the board and of committees of the board.
Meetings of the board may be held at any
place in or outside Alberta.
Meetings of the board shall be held from
time to time at such time and at such place as the board, the chairman, the president, the chief executive officer or any two directors
may determine.
Subject to the specification of the purpose
or business of the meeting when required by the Act, notice of the time and place of each meeting of the board shall be given in
the manner provided in ARTICLE 9 to each director not less than 48 hours before the time when the meeting is to be held.
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3.09
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First Meeting of New Board
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Provided a quorum of directors is present,
each newly elected board may without notice hold its first meeting immediately following the meeting of shareholders at which such
board is elected.
The board of directors may select (by majority
vote either at a duly called meeting or in writing in accordance with Section 3.14) a chairman, who shall be a director of the
Corporation. The chairman of any meeting of the board shall be the chairman (if one has been appointed) or failing him, either
the president or chief executive officer if such individual(s) is/are a director and is/are present at the meeting. Otherwise,
the directors present shall choose one of their number to be chairman.
Subject to Section 3.04, the quorum for
the transaction of business at any meeting of the board shall be a majority of directors or such greater number of directors as
the board may from time to time determine. Where the Corporation has a board consisting of only one director, that director may
constitute a meeting.
At all meetings of the board, and subject
to the requirements of the Act in respect of conflicts of interest, every question shall be decided by a majority of the votes
cast on the question. In case of an equality of votes the chairman of the meeting shall be entitled to a second or casting
vote.
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3.13
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Remuneration and Expenses
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The directors shall be paid such remuneration
for their services as the board may from time to time determine. The directors shall also be entitled to be reimbursed for travelling
and other expenses properly incurred by them in attending meetings of the board or any committee thereof. Nothing herein contained
shall preclude any director from serving the Corporation in any other capacity and receiving remuneration therefor.
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3.14
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Resolutions in Writing
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Any resolution in writing signed by all
of the directors entitled to vote on that resolution at a meeting of directors or a committee of directors, is as valid as if it
had been passed at a meeting of directors or committee of directors. Any such resolution may be so signed in counterpart and any
such resolution may be executed and delivered by any form of electronic transmission, and is effective as of the date thereof or
the time and/or date therein stated to be the effective time and/or date regardless of when the resolution is signed, and if not
dated or dated to be effective as of an expressed date/time, then it is effective as of the latest date of execution.
ARTICLE 4
OFFICERS
The board may from time to time appoint
a chairman, a president, a chief executive officer, a chief operating officer, a chief medical officer, one or more vice-presidents
(to which title may be added words indicating seniority or function), a secretary, a treasurer and such other officers as the board
may determine, including one or more assistants to any of the officers so appointed. One person may hold more than one office.
The board may specify the duties of and, in accordance with this by-law and subject to the Act, delegate to such officers powers
to manage the business and affairs of the Corporation. Except for a chairman of the board, an officer may but need not be
a director.
Unless a chief executive officer is appointed,
the president shall be the chief executive officer and, subject to the authority of the board, shall have general supervision of
the business and affairs of the Corporation; and he shall have such other powers and duties as the board may specify. In the case
where a chief executive officer has been appointed (and is an individual other than the president), the apportionment of management
duties and responsibilities between the president and chief executive officer shall be as determined by the board.
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4.03
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Powers and Duties of other Officers
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The powers and duties of all other officers
shall be such as the terms of their engagement call for or as the board or the president and/or chief executive officer may specify.
The board and the president and/or chief executive officer may, from time to time and subject to the provisions of the Act, vary,
add to or limit the powers and duties of any officer. Any of the powers and duties of an officer to whom an assistant has
been appointed may be exercised and performed by such assistant, unless the board or the president and/or chief executive officer
otherwise directs.
The board, in its discretion, may remove
any officer of the Corporation. Otherwise each officer appointed by the board shall hold office until his successor is appointed
or until his earlier resignation.
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4.05
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Agents and Attorneys
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The Corporation, by or under the authority
of the board or the president, shall have power from time to time to appoint agents or attorneys for the Corporation in or outside
Canada with such powers (including the power to subdelegate) of management, administration or otherwise as may be thought fit.
ARTICLE 5
COMMITTEES
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5.01
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Committees of the Board
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The board may appoint one or more committees
of the board, however designated, and delegate to any such committee any of the powers of the board except those which pertain
to items which, under the Act, a committee of the board has no authority to exercise. At least one quarter of the members of any
such committee shall be resident Canadians.
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5.02
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Transaction of Business
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The powers of a committee of the board
may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all members of such committee
who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at
a place in or outside Canada.
The board may from time to time appoint
such advisory boards as it may deem advisable.
Unless otherwise determined by the board,
each committee and advisory board shall have power to fix its quorum at not less than a majority of its members, to elect its chairman
and to regulate its procedure.
ARTICLE 6
PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
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6.01
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Limitation of Liability
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Every director and officer of the Corporation
in exercising his powers and discharging his duties shall act honestly and in good faith with a view to the best interests of the
Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
Subject to the foregoing, no director or officer shall be liable for the acts, receipts, neglects or defaults of any other director,
officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to
the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation,
or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be invested,
or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities
or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part,
or for any other loss, damage or misfortune which shall happen in the execution of the duties of his office or in relation thereto;
provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act and the regulations
thereunder or from liability for any breach thereof.
Subject to the Act, the Corporation shall
indemnify a director or officer, a former director or officer, or a person who acts or acted at the Corporation's request as a
director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and his heirs and legal representatives,
against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred
by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being
or having been a director or officer of the Corporation or such body corporate, if (a) he acted honestly and in good faith with
a view to the best interests of the Corporation; and (b) in the case of a criminal or administrative action or proceeding that
is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful. The Corporation shall also
indemnify such person in such other circumstances as the Act or law permits or requires. Nothing in this by-law shall
limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this by-law.
ARTICLE 7
SHARES
Subject to the Act and the articles, the
board may from time to time allot or grant options to purchase the whole or any part of the authorized and unissued shares of the
Corporation at such times and to such persons and for such consideration as the board shall determine, provided that no share shall
be issued until it is fully paid as provided by the Act.
The board may from time to time authorize
the Corporation to pay a reasonable commission to any person in consideration of his purchasing or agreeing to purchase shares
of the Corporation, whether from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any
such shares.
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7.03
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Non-recognition of Trusts
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Subject to the Act, the Corporation may
treat the registered holder of any share as the person exclusively entitled to vote, to receive notices, to receive any dividend
or other payment in respect of the share, and otherwise to exercise all the rights and powers of an owner of the share.
Every holder of one or more shares of the
Corporation shall be entitled at the shareholder's option to a share certificate that complies with the Act, or a written acknowledgment
that complies with the Act of the shareholder's right to obtain a share certificate from the Corporation in respect of the shares
of the Corporation held by such shareholder, which written acknowledgment shall include, without limitation, documentation that
gives the shareholder the option to have the shares of the shareholder deposited into a Direct Registration System (DRS) account
or a DTC (Depository Trust Company) account (or any other similar electronic registry system) to be held in "book-entry"
form or to request the issuance of a physical share certificate. Any share certificate issued pursuant to this section 7.04 shall
be in such form as the board may from time to time approve, shall be signed in accordance with section 2.04 and need not be under
the corporate seal.
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7.05
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Replacement of Share Certificates
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The board or any officer or agent designated
by the board may in its or his discretion direct the issue of a new share or other such certificate in lieu of and upon cancellation
of a certificate that has been mutilated or in substitution for a certificate claimed to have been lost, destroyed or wrongfully
taken on payment of such reasonable fee and on such terms as to indemnity, reimbursement of expenses and evidence of loss and of
title as the board may from time to time prescribe, whether generally or in any particular case.
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7.06
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Deceased Shareholders
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In the event of the death of a holder,
or of one of the joint holders, of any share, the Corporation shall not be required to make any entry in the securities register
in respect thereof or to make any dividend or other payments in respect thereof except upon production of all such documents as
may be required by law and upon compliance with the reasonable requirements of the Corporation.
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7.07
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Transfer Agents and Registrars
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The board may from time to time appoint
one or more agents to maintain, in respect of each class of shares of the Corporation issued by it, a central securities register
and one or more branch securities registers. Such a person may be designated as transfer agent or registrar according to
his functions and one person may be designated both registrar and transfer agent. The board may at any time terminate such
appointment.
ARTICLE 8
MEETINGS OF SHAREHOLDERS
The annual meeting of shareholders shall
be held at such time in each year and, as provided in Section 8.03, at such place as the board may from time to time determine,
for the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting,
electing directors, appointing auditors and for the transaction of such other business as may properly be brought before the meeting.
The board shall have power to call a special
meeting of shareholders at any time.
Meetings of shareholders shall be held
at any place within or outside Alberta as determined by the directors from time to time.
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8.04
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Meeting by Electronic Means
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If the directors or the shareholders of the Corporation call
a meeting of shareholders pursuant to the Act, the directors or shareholders, as the case may be, may determine that the meeting
shall be held, in accordance with the Act, entirely by electronic means, telephone, or other communication facility that permits
all participants to communicate adequately with each other during the meeting.
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8.05
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Participation in Meeting by Electronic Means
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Subject to the Act, any shareholder or
any other person entitled to attend a meeting of shareholders may participate in the meeting by electronic means, telephone, or
other communication facilities that permit all participants to hear or otherwise communicate with each other. A person participating
in a meeting by those means is deemed for the purposes of the Act and these by-laws to be present at the meeting.
Notice of the time and place of each meeting
of shareholders shall be given in the manner provided in ARTICLE 9 not less than 21 nor more than 50 days before the date of the
meeting to each director, to the auditor, and to each shareholder entitled to vote at the meeting.
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8.07
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List of Shareholders Entitled to Notice
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For every meeting of shareholders, the
Corporation shall prepare a list of shareholders entitled to receive notice of the meeting, arranged in alphabetical order and
showing the number of shares held by each shareholder entitled to vote at the meeting.
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8.08
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Meetings Without Notice
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A meeting of shareholders may be held without
notice at any time and place permitted by the Act (a) if all the shareholders entitled to vote thereat are present in person or
duly represented or if those not present or represented waive notice of or otherwise consent to such meeting being held, and (b)
if the auditors and the directors are present or waive notice of or otherwise consent to such meeting being held; so long as such
shareholders, auditors or directors present are not attending for the express purpose of objecting to the transaction of any business
on the grounds that the meeting is not lawfully called. At such a meeting any business may be transacted which the Corporation
at a meeting of shareholders may transact.
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8.09
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Chairman and Secretary
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The chairman of any meeting of shareholders
shall be the chairman of the board or, failing him, the president or the chief executive officer, or in the absence of both of
them, the chief financial officer, or in his absence, a vice-president who is a shareholder. If no such officer is present,
the persons present and entitled to vote shall choose one of their number to be chairman. If the secretary of the Corporation
is absent, the chairman shall appoint some person, who need not be a shareholder, to act as secretary of the meeting.
At a meeting of shareholders of the Corporation,
a quorum for the transaction of business shall consist of at least two persons present and holding or representing by proxy not
less than 25% of the outstanding shares of the Corporation entitled to be voted at the meeting.
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8.11
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Only One Shareholder
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Where the Corporation has only one shareholder
or only one holder of any class or series of shares, the shareholder present in person or duly represented constitutes a meeting.
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(a)
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At any meeting of shareholders every question shall, unless otherwise required by the articles
or by-laws or by law, shall be determined by a majority of the votes cast on the question.
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(b)
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Subject to the Act, voting at a meeting of shareholders shall be by a show of hands unless a ballot
is required or demanded as hereinafter provided. Upon a show of hands, every person who is present and entitled to vote shall have
one vote. Unless a ballot be required or demanded, a declaration by the chairman presiding at such meeting that a matter has been
carried by a particular majority, or not carried, and an entry made to that effect in the minutes of the proceedings at the meeting,
shall be conclusive evidence of that act without proof of the number or proportion of the votes recorded in favour or against such
matter.
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(c)
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On any question to be decided at a meeting of shareholders, the chairman may require, or any shareholder
present in person or by proxy and entitled to vote may demand, a ballot either before or after any vote by a show of hands. A ballot
so required or demanded shall be taken in such manner as the chairman presiding at such meeting shall direct. A requirement or
a demand for a ballot may be withdrawn at any time prior to the taking of the ballot with the consent of the meeting.
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(d)
|
Subject to the articles, upon a ballot each shareholder present in person or represented by proxy
shall be entitled to one vote for each share in respect of which he or she is entitled to vote at the meeting.
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Notwithstanding Section 8.12:
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(a)
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any vote at a shareholder meeting may be held, in accordance with the Act, entirely by electronic
means, telephone or other communications facility, if the Corporation makes such a communications facility available; and
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(b)
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any shareholder participating in a meeting pursuant to Section 8.05 and entitled to vote at the
meeting may vote, in accordance with the Act, by electronic means, telephone or other communication facility that the Corporation
has made available for that purpose.
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8.14
|
Nominations of Directors
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(a)
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Only persons who are nominated in accordance with the following procedures shall be eligible for
election as directors of the Corporation. Nominations of persons for election to the board may be made at any annual meeting of
shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the
election of directors:
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(i)
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by or at the direction of the board, including pursuant to a notice of meeting;
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(ii)
|
by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance
with the provisions of the Act, or a requisition of the shareholders made in accordance with the provisions of the Act; or
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(iii)
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by any person (a "Nominating
Shareholder"): (A) who, at the close of business on the date of the giving of the notice
provided for below in this Section 8.14 and on the record date for notice of such meeting, is entered in the securities register
as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled
to be voted at such meeting; and (B) who complies with the notice procedures set forth below in this Section 8.14.
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(b)
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In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder,
the Nominating Shareholder must have given timely notice thereof in proper written form to the Secretary of the Corporation or
the principal executive offices of the Corporation.
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(c)
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To be timely, a Nominating Shareholder’s notice to the Secretary of the Corporation must
be made:
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(i)
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in the case of an annual meeting of shareholders, not less than 30
nor more than 65 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual
meeting of shareholders is to be held on a date that is less than 50 days after the date (the "Notice
Date") on which the first public announcement of the date of the annual meeting was made,
notice by the Nominating Shareholder may be made not later than the close of business on the tenth (10th) day following
the Notice Date; and
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(ii)
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in the case of a special meeting (which is not also an annual meeting) of shareholders called for
the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the fifteenth
(15th) day following the day on which the first public announcement of the date of the special meeting of shareholders
was made. In no event shall any adjournment or postponement of a meeting of shareholders or the announcement thereof commence a
new time period for the giving of a Nominating Shareholder’s notice as described above.
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(d)
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To be in proper written form, a Nominating Shareholder’s notice to the Secretary of the Corporation
must set forth:
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(i)
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as to each person whom the Nominating Shareholder proposes to nominate for election as a director:
(A) the name, age, business address and residential address of the person; (B) the principal occupation or employment of the person;
(C) the class or series and number of shares in the capital of the Corporation which are controlled or which are owned beneficially
or of record by the person as of the record date for the meeting of shareholders (if such date shall then have been made publicly
available and shall have occurred) and as of the date of such notice; and (D) any other information relating to the person that
would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election
of directors pursuant to the Act and Applicable Securities Laws (as defined below) and
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(ii)
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as to the Nominating Shareholder giving the notice, any proxy, contract, arrangement, understanding
or relationship pursuant to which such Nominating Shareholder has a right to vote any shares of the Corporation and any other information
relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with
solicitations of proxies for election of directors pursuant to the Business Corporations Act (Alberta) and Applicable Securities
Laws (as defined below).
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(e)
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The Corporation may require any proposed nominee to furnish such other information as may reasonably
be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the
Corporation or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of
such proposed nominee.
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(f)
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No person shall be eligible for election as a director of the Corporation unless nominated in accordance
with the provisions of this Section 8.14; provided, however, that nothing in this Section 8.14 shall be deemed to preclude discussion
by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter in respect of which
it would have been entitled to submit a proposal pursuant to the provisions of the Act. The Chairman of the meeting shall have
the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions
and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination
shall be disregarded.
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(g)
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For purposes of this Section 8.14:
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(i)
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"public announcement" shall
mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Corporation
under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com; and
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(ii)
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"Applicable Securities Laws" means
the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules,
regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments,
policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of
Canada.
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(h)
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Notwithstanding any other provision of this Section 8.14, notice given to the Secretary of the
Corporation pursuant to this Section 8.14 may only be given by personal delivery, facsimile transmission or by email (at such email
address as stipulated from time to time by the Secretary of the Corporation for purposes of this notice), and shall be deemed to
have been given and made only at the time it is served by personal delivery, email (at the address as aforesaid) or sent by facsimile
transmission (provided that receipt of confirmation of such transmission has been received) to the Secretary at the address of
the principal executive offices of the Corporation; provided that if such delivery or electronic communication is made on a day
which is a not a business day or later than 5:00 p.m. (Calgary time) on a day which is a business day, then such delivery or electronic
communication shall be deemed to have been made on the subsequent day that is a business day.
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(i)
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Notwithstanding the foregoing, the board may, in its sole discretion, waive any requirement in
this Section 8.14.
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ARTICLE 9
NOTICES
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9.01
|
Method of Giving Notices
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(a)
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Any notice (which term includes any communication or document) to be given (which term includes
sent, delivered or served) pursuant to the Act, the regulations thereunder, the articles, the by-laws or otherwise to a shareholder,
director, officer, auditor or member of a committee of the board shall be sufficiently given if delivered personally to the person
to whom it is to be given or if delivered to his recorded address or if mailed to him at his recorded address by prepaid ordinary
or air mail or if sent to him at his recorded address by any means of prepaid transmitted or recorded communication or (where permitted
by applicable law) if sent to him by electronic transmission to an address previously known to have received e-mail correspondence
from the Corporation or otherwise provided by the recipient to the Corporation. A notice so delivered shall be deemed to have been
given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been
given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication
shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative
for dispatch. The secretary may change or cause to be changed the recorded address of any shareholder, director, officer,
auditor or member of a committee of the board in accordance with any information believed by him to be reliable.
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(b)
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Notwithstanding anything contained herein, any notice or document required to be sent or delivered
under the Act, the articles or the by-laws may be sent by electronic means in accordance with the Electronic Transactions Act
(Alberta), as amended or substituted from time to time hereafter.
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9.02
|
Notice to Joint Shareholders
|
If two or more persons are registered as
joint holders of any share, any notice may be addressed to all such joint holders, but notice addressed to one of such persons
shall be sufficient notice to all of them.
In computing the date when notice must
be given under any provision requiring a specified number of days' notice of any meeting or other event, the day of giving the
notice shall be excluded and the day of the meeting or other event shall be included.
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9.04
|
Omissions and Errors
|
The accidental omission to give any notice
to any shareholder, director, officer, auditor or member of a committee of the board or the non-receipt of any notice by any
such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting
held pursuant to such notice or otherwise founded thereon.
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9.05
|
Persons Entitled by Death or Operation of Law
|
Every person who, by operation of law,
transfer, death of a shareholder or any other means whatsoever, shall become entitled to any share, shall be bound by every notice
in respect of such share which shall have been duly given to the shareholder from whom he derives his title to such share prior
to his name and address being entered on the securities register (whether such notice was given before or after the happening of
the event upon which he became so entitled) and prior to his furnishing to the Corporation the proof of authority or evidence of
his entitlement prescribed by the Act.
Any shareholder, proxyholder or other person
entitled to attend a meeting of shareholders, director, officer, auditor or member of a committee of the board may at any time
waive any notice, or waive or abridge the time for any notice, required to be given to him under the Act, the regulations thereunder,
the articles, the by-laws or otherwise, and such waiver or abridgement, whether given before or after the meeting or other
event of which notice is required to be given, shall cure any default in the giving or in the time of such notice, as the case
may be. Any such waiver or abridgement shall be in writing except a waiver of notice of a meeting of shareholders or of the
board or a committee of the board which may be given in any manner.
In this by-law, "recorded address"
means in the case of a shareholder his address as recorded in the securities register; and in the case of joint shareholders the
address appearing in the securities register in respect of such joint holding or the first address so appearing if there are more
than one; and in the case of a director, officer, auditor or member of a committee of the board, his latest address as recorded
in the records of the Corporation.
ARTICLE 10
EFFECTIVE DATE
This Amended and Restated By-law No. 1
(2nd Version) is hereby adopted with effect as of the date hereof. The previous by-laws designated as “Amended
and Restated By-law No. 1” are hereby repealed with effect as of the date hereof. The repeal of the by-laws designated as
Amended and Restated By-law No. 1 shall not affect the validity of any act done or approval given under, or the validity and continuance
of any resolution, appointment, contract, plan or payment made pursuant to any provision that has been amended or deleted hereby
prior to the date hereof under such Amended and Restated By-law No. 1.
MADE by the board as of this 6th day of
August, 2020.
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/s/ Jeffrey Rowe
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Chairman of the Board
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Subject to ratification by the shareholders
at the next meeting thereof.
Exhibit 3.2
AMENDED
AND RESTATED BY-LAW NO. 1 (2ND VERSION)
A by-law relating generally to the
transaction of the business and
affairs of
ZOMEDICA
PHARMACEUTICALS CORP.
[NOTE: TABLE OF CONTENTS DELETED FOR
BLACK-LINE PURPOSES]
BE IT ENACTED as a by-law of the Corporation
as follows:
ARTICLE 1
INTERPRETATION
In the by-laws of the Corporation,
unless the context otherwise requires:
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(a)
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"Act" means the Business Corporations Act (Alberta), or
any statute that may be substituted therefor, asand any regulations thereunder, as
may be amended or substituted from time to time amendedhereafter;
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(b)
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"appoint" includes "elect" and vice versa;
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(c)
|
"articles" means the articles attached to the Certificate of Incorporation of
the Corporation as from time to time amended or restated;
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(d)
|
"board" means the board of directors of the Corporation;
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(e)
|
"by-laws" means this by-law and all other by-laws of the Corporation
from time to time in force and effect;
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(f)
|
"Corporation" means the corporation incorporated under the Act by the said certificate
to which the articles are attached;
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(g)
|
"meeting of shareholders" includes an annual meeting of shareholders and a special
meeting of shareholders; and "special meeting of shareholders" includes a meeting of any class or classes of shareholders
and a special meeting of all shareholders entitled to vote at an annual meeting of shareholders; and
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(h)
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"recorded address" has the meaning set forth in Section 9.07.
|
Save as aforesaid, words and expressions
defined in the Act, including "resident Canadian", have the same meanings when used herein. Words importing
the singular number include the plural and vice versa; words importing gender include the masculine, feminine and neuter genders;
and words importing a person include an individual, partnership, association, body corporate, trustee, executor, administrator
and legal representative.
ARTICLE 2
BUSINESS OF THE CORPORATION
The registered office of the Corporation
shall be at the place within the Province of Alberta as is specified in the notice thereof filed with the articles and thereafter
as the board may from time to time determine.
The corporate seal, if any, of the Corporation
shall be in the form adopted by the board from time to time.
The financial year of the Corporation shall
end on such date as may be determined by the directors from time to time.
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2.04
|
Execution of Instruments
|
Unless otherwise specified by the directors,
contracts, documents and other instruments requiring execution by the Corporation shall be signed by any one person who holds the
office of chairman of the board, managing director, president, chief executive officer, chief operating officer, chief medical
officer, vice-president, director, chief financial officer, secretary, treasurer, or any other office created by by-law or
by the board. In the case where only one director has been elected, all contracts, documents and other instruments requiring execution
shall require the signature of the sole director, and all contracts, documents and other instruments so signed shall be binding
upon the Corporation without any further authorization or formality. The directors are authorized from time to time by resolution
to appoint any officer or officers or any other person or persons on behalf of the Corporation either to sign contracts, documents
and instruments generally or to sign specific contracts, documents or instruments.
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2.05
|
Delegation of Borrowing Power
|
Unless the articles of the Corporation
otherwise provide, the board may from time to time delegate to a director, a committee of the board, or an officer of the Corporation
any or all of the powers conferred on the board by the Act in respect of the borrowing powers of the Corporation to such extent
and in such manner as the board may determine at the time of such delegation; and without limitation
the board by making this by-law hereby delegates such powers to the president.
ARTICLE 3
DIRECTORS
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3.01
|
Number and Qualification of Directors
|
Until changed in accordance with the Act,
the board shall consist of not fewer than the minimum number and not more than the maximum number of directors provided in the
articles. AtIf required by the Act, at
least one-quarter of the directors shall be resident Canadians.
The election of directors shall take place
at each annual meeting of shareholders and all the directors then in office shall retire but, if qualified, shall be eligible for
re-election. The number of directors to be elected at any such meeting shall be the number of directors then in office
unless the directors otherwise determine. If an election of directors is not held at the proper time, the incumbent directors
shall continue in office until their successors are elected.
The board shall manage the business and
affairs of the Corporation. The powers of the board may be exercised at a meeting (subject to Sections 3.05 and 3.11) at
which a quorum is present or by resolution in writing signed by all the directors entitled to vote on that resolution at a meeting
of the board. Where there is a vacancy in the board, the remaining directors may exercise all the powers of the board so
long as a quorum remains in office.
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3.04
|
At Least One Quarter Canadians at Meetings
|
TheIf
required by the Act, the board shall not transact business at a meeting, other than filling a vacancy in the board,
unless at least one quarter of the directors present are resident Canadians, except where:
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(a)
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a resident Canadian director who is unable to be present approves in writing or by telephone or
other communications facilities the business transacted at the meeting; and
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|
(b)
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the number of resident Canadian directors present at the meeting, together with any resident Canadian
director who gives his approval under clause (a), totals at least one quarter of the directors present at the meeting.
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3.05
|
Meeting by Telephone
|
If all the directors of the Corporation
consent thereto generally or in respect of a particular meeting, a director may participate in a meeting of the board or of a committee
of the board by means of such conference telephone or other communications facilities as permit all persons participating in the
meeting to hear each other, and a director participating in such a meeting by such means is deemed to be present at the meeting.
Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect
to all meetings of the board and of committees of the board.
Meetings of the board may be held at any
place in or outside Alberta.
Meetings of the board shall be held from
time to time at such time and at such place as the board, the chairman, the president, the chief executive officer or any two directors
may determine.
Subject to the specification of the purpose
or business of the meeting when required by the Act, notice of the time and place of each meeting of the board shall be given in
the manner provided in ARTICLE 9 to each director not less than 48 hours before the time when the meeting is to be held.
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3.09
|
First Meeting of New Board
|
Provided a quorum of directors is present,
each newly elected board may without notice hold its first meeting immediately following the meeting of shareholders at which such
board is elected.
The board of directors may select (by majority
vote either at a duly called meeting or in writing in accordance with ARTICLE 3.05Section
3.14) a chairman, who shall be a director of the Corporation. The chairman of any meeting of the board shall be the
chairman (if one has been appointed) or failing him, either the president or chief executive officer if such individual(s) is/are
a director and is/are present at the meeting. Otherwise, the directors present shall choose one of their number to be chairman.
Subject to Section 3.04, the quorum for
the transaction of business at any meeting of the board shall be a majority of directors or such greater number of directors as
the board may from time to time determine. Where the Corporation has a board consisting of only one director, that director may
constitute a meeting.
At all meetings of the board, and subject
to the requirements of the Act in respect of conflicts of interest, every question shall be decided by a majority of the votes
cast on the question. In case of an equality of votes the chairman of the meeting shall be entitled to a second or casting
vote.
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3.13
|
Remuneration and Expenses
|
The directors shall be paid such remuneration
for their services as the board may from time to time determine. The directors shall also be entitled to be reimbursed for travelling
and other expenses properly incurred by them in attending meetings of the board or any committee thereof. Nothing herein contained
shall preclude any director from serving the Corporation in any other capacity and receiving remuneration therefor.
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3.14
|
Resolutions in Writing
|
Any resolution in writing signed by all
of the directors entitled to vote on that resolution at a meeting of directors or a committee of directors,
is as valid as if it had been passed at a meeting of directors or committee of directors. Any such resolution may be
so signed in counterpart and any such resolution may be executed and delivered by any form of electronic transmission, and is effective
as of the date thereof or the time and/or date therein stated to be the effective time and/or date regardless of when the resolution
is signed, and if not dated or dated to be effective as of an expressed date/time, then it is effective as of the latest date of
execution.
ARTICLE 4
OFFICERS
The board may from time to time appoint
a chairman, a president, a chief executive officer, a chief operating officer, a chief medical officer, one or more vice-presidents
(to which title may be added words indicating seniority or function), a secretary, a treasurer and such other officers as the board
may determine, including one or more assistants to any of the officers so appointed. One person may hold more than one office.
The board may specify the duties of and, in accordance with this by-law and subject to the Act, delegate to such officers powers
to manage the business and affairs of the Corporation. Except for a chairman of the board, an officer may but need not be
a director.
Unless a chief executive officer is appointed,
the president shall be the chief executive officer and, subject to the authority of the board, shall have general supervision of
the business and affairs of the Corporation; and he shall have such other powers and duties as the board may specify. In the case
where a chief executive officer has been appointed (and is an individual other than the president), the apportionment of management
duties and responsibilities between the president and chief executive officer shall be as determined by the board.
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4.03
|
Powers and Duties of other Officers
|
The powers and duties of all other officers
shall be such as the terms of their engagement call for or as the board or the president and/or chief executive officer may specify.
The board and the president and/or chief executive officer may, from time to time and subject to the provisions of the Act, vary,
add to or limit the powers and duties of any officer. Any of the powers and duties of an officer to whom an assistant has
been appointed may be exercised and performed by such assistant, unless the board or the president and/or chief executive officer
otherwise directs.
The board, in its discretion, may remove
any officer of the Corporation. Otherwise each officer appointed by the board shall hold office until his successor is appointed
or until his earlier resignation.
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4.05
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Agents and Attorneys
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The Corporation, by or under the authority
of the board or the president, shall have power from time to time to appoint agents or attorneys for the Corporation in or outside
Canada with such powers (including the power to subdelegate) of management, administration or otherwise as may be thought fit.
ARTICLE 5
COMMITTEES
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5.01
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Committees of the Board
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The board may appoint one or more committees
of the board, however designated, and delegate to any such committee any of the powers of the board except those which pertain
to items which, under the Act, a committee of the board has no authority to exercise. At least one quarter of the members of any
such committee shall be resident Canadians.
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5.02
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Transaction of Business
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The powers of a committee of the board
may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all members of such committee
who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at
a place in or outside Canada.
The board may from time to time appoint
such advisory boards as it may deem advisable.
Unless otherwise determined by the board,
each committee and advisory board shall have power to fix its quorum at not less than a majority of its members, to elect its chairman
and to regulate its procedure.
ARTICLE 6
PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
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6.01
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Limitation of Liability
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Every director and officer of the Corporation
in exercising his powers and discharging his duties shall act honestly and in good faith with a view to the best interests of the
Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
Subject to the foregoing, no director or officer shall be liable for the acts, receipts, neglects or defaults of any other director,
officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to
the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation,
or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be invested,
or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities
or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part,
or for any other loss, damage or misfortune which shall happen in the execution of the duties of his office or in relation thereto;
provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act and the regulations
thereunder or from liability for any breach thereof.
Subject to the Act, the Corporation shall
indemnify a director or officer, a former director or officer, or a person who acts or acted at the Corporation's request as a
director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and his heirs and legal representatives,
against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred
by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being
or having been a director or officer of the Corporation or such body corporate, if (a) he acted honestly and in good faith with
a view to the best interests of the Corporation; and (b) in the case of a criminal or administrative action or proceeding that
is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful. The Corporation shall also
indemnify such person in such other circumstances as the Act or law permits or requires. Nothing in this by-law shall
limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this by-law.
ARTICLE 7
SHARES
Subject to the Act and the articles, the
board may from time to time allot or grant options to purchase the whole or any part of the authorized and unissued shares of the
Corporation at such times and to such persons and for such consideration as the board shall determine, provided that no share shall
be issued until it is fully paid as provided by the Act.
The board may from time to time authorize
the Corporation to pay a reasonable commission to any person in consideration of his purchasing or agreeing to purchase shares
of the Corporation, whether from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any
such shares.
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7.03
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Non-recognition of Trusts
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Subject to the Act, the Corporation may
treat the registered holder of any share as the person exclusively entitled to vote, to receive notices, to receive any dividend
or other payment in respect of the share, and otherwise to exercise all the rights and powers of an owner of the share.
Every holder of one or more shares of the
Corporation shall be entitled at the shareholder's option to a share certificate that complies with the Act, or a written acknowledgment
that complies with the Act of the shareholder's right to obtain a share certificate from the Corporation in respect of the shares
of the Corporation held by such shareholder, which written acknowledgment shall include, without limitation, documentation that
gives the shareholder the option to have the shares of the shareholder deposited into a Direct Registration System (DRS) account
or a DTC (Depository Trust Company) account (or any other similar electronic registry system) to be held in "book-entry"
form or to request the issuance of a physical share certificate. Any share certificate issued pursuant to this section 7.04 shall
be in such form as the board may from time to time approve, shall be signed in accordance with section 2.04 and need not be under
the corporate seal.
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7.05
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Replacement of Share Certificates
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The board or any officer or agent designated
by the board may in its or his discretion direct the issue of a new share or other such certificate in lieu of and upon cancellation
of a certificate that has been mutilated or in substitution for a certificate claimed to have been lost, destroyed or wrongfully
taken on payment of such reasonable fee and on such terms as to indemnity, reimbursement of expenses and evidence of loss and of
title as the board may from time to time prescribe, whether generally or in any particular case.
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7.06
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Deceased Shareholders
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In the event of the death of a holder,
or of one of the joint holders, of any share, the Corporation shall not be required to make any entry in the securities register
in respect thereof or to make any dividend or other payments in respect thereof except upon production of all such documents as
may be required by law and upon compliance with the reasonable requirements of the Corporation.
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7.07
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Transfer Agents and Registrars
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The board may from time to time appoint
one or more agents to maintain, in respect of each class of shares of the Corporation issued by it, a central securities register
and one or more branch securities registers. Such a person may be designated as transfer agent or registrar according to
his functions and one person may be designated both registrar and transfer agent. The board may at any time terminate such
appointment.
ARTICLE 8
MEETINGS OF SHAREHOLDERS
The annual meeting of shareholders shall
be held at such time in each year and, subject toas
provided in Section 8.03, at such place as the board or the president may
from time to time determine, for the purpose of considering the financial statements and reports required by the Act to be placed
before the annual meeting, electing directors, appointing auditors and for the transaction of such other business as may properly
be brought before the meeting.
The board,
the chairman, the president or the chief executive officer shall have power to call a special meeting of shareholders
at any time.
Meetings of shareholders shall be held
at the registered office of the Corporation
or elsewhere in the municipality in which the registered office is situate or, if the board shall
so determine, at some otherany place inwithin
or outside of Alberta as determined by the directors
from time to time.
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8.04
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Meeting
by Electronic Means
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If the directors or the shareholders of the
Corporation call a meeting of shareholders pursuant to the Act, the directors or shareholders, as the case may be, may determine
that the meeting shall be held, in accordance with the Act, entirely by electronic means, telephone, or other communication facility
that permits all participants to communicate adequately with each other during the meeting.
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8.05
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Participation
in Meeting by Electronic Means
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Subject to the Act, any
shareholder or any other person entitled to attend a meeting of shareholders may participate in the meeting by electronic means,
telephone, or other communication facilities that permit all participants to hear or otherwise communicate with each other. A person
participating in a meeting by those means is deemed for the purposes of the Act and these by-laws to be present at the meeting.
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8.06 8.04
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Notice of Meetings
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Notice of the time and place of each meeting
of shareholders shall be given in the manner provided in ARTICLE 9 not less than 21 nor more than 50 days before the date of the
meeting to each director, to the auditor, and to each shareholder entitled to vote at the meeting.
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8.07 8.05
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List of Shareholders Entitled to Notice
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For every meeting of shareholders, the
Corporation shall prepare a list of shareholders entitled to receive notice of the meeting, arranged in alphabetical order and
showing the number of shares held by each shareholder entitled to vote at the meeting.
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8.08 8.06
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Meetings Without Notice
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A meeting of shareholders may be held without
notice at any time and place permitted by the Act (a) if all the shareholders entitled to vote thereat are present in person or
duly represented or if those not present or represented waive notice of or otherwise consent to such meeting being held, and (b)
if the auditors and the directors are present or waive notice of or otherwise consent to such meeting being held; so long as such
shareholders, auditors or directors present are not attending for the express purpose of objecting to the transaction of any business
on the grounds that the meeting is not lawfully called. At such a meeting any business may be transacted which the Corporation
at a meeting of shareholders may transact.
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8.09 8.07
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Chairman and Secretary
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The chairman of any meeting of shareholders
shall be the chairman of the board or, failing him, the president or the chief executive officer, or in the absence of both of
them, the chief financial officer, or in his absence, a vice-president who is a shareholder. If no such officer is present,
the persons present and entitled to vote shall choose one of their number to be chairman. If the secretary of the Corporation
is absent, the chairman shall appoint some person, who need not be a shareholder, to act as secretary of the meeting.
Subject to the Act
in respect of a majority shareholder, a quorum for the transaction of business at any meeting of shareholders shall be two persons
present in person, each being a shareholder entitled to vote thereat or a duly appointed proxyholder or representative for a shareholder
so entitled.
At a meeting
of shareholders of the Corporation, a quorum for the
transaction of business shall consist of at least two persons present and holding or representing by proxy not less than 25% of
the outstanding shares of the Corporation entitled to be voted at the meeting.
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8.11 8.09
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Only One Shareholder
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Where the Corporation has only one shareholder
or only one holder of any class or series of shares, the shareholder present in person or duly represented constitutes a meeting.
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8.12 8.10
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Votes to Govern
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(a)
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At any meeting of shareholders every question shall, unless otherwise required by the articles
or by-laws or by law, shall be determined by a majority of the votes cast on the question.
In case of an equality of votes either upon a
show of hands or upon a poll, the chairman of the meeting shall
be entitled to a second or casting vote.
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(b)
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Subject to the Act, voting at a meeting of shareholders shall be by a show of hands unless a
ballot is required or demanded as hereinafter provided. Upon a show of hands, every person who is present and entitled to vote
shall have one vote. Unless a ballot be required or demanded, a declaration by the chairman presiding at such meeting that a matter
has been carried by a particular majority, or not carried, and an entry made to that effect in the minutes of the proceedings at
the meeting, shall be conclusive evidence of that act without proof of the number or proportion of the votes recorded in favour
or against such matter.
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(c)
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On any question to be decided at a meeting of shareholders, the chairman
may require, or any shareholder present in person or by proxy and entitled to vote may demand, a ballot either before or after
any vote by a show of hands. A ballot so required or
demanded shall be taken in such manner as the chairman presiding at such meeting shall direct. A requirement or a demand for a
ballot may be withdrawn at any time prior to the taking of the ballot with the consent of the
meeting.
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(d)
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Subject to the articles, upon a ballot each shareholder present in
person or represented by proxy shall be entitled to one
vote for each share in respect of which he or she is entitled to vote at the meeting.
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Notwithstanding Section 8.12:
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(a)
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any vote at a shareholder meeting may be held, in accordance with the Act, entirely by electronic
means, telephone or other communications facility, if the Corporation makes such a communications facility available; and
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(b)
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any shareholder participating in a meeting pursuant to Section 8.05
and entitled to vote at the meeting may vote, in accordance with the Act,
by electronic means, telephone or other communication facility that the Corporation has made available for that purpose.
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8.14 8.11
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Nominations of Directors
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(a)
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Only persons who are nominated in accordance with the following procedures shall be eligible for
election as directors of the Corporation. Nominations of persons for election to the board may be made at any annual meeting of
shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the
election of directors:
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(i)
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by or at the direction of the board, including pursuant to a notice of meeting;
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(ii)
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by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance
with the provisions of the Act, or a requisition of the shareholders made in accordance with the provisions of the Act; or
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(iii)
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by any person (a "Nominating
Shareholder"): (A) who, at the close of business on the date of the giving of the notice
provided for below in this Section 8.118.14
and on the record date for notice of such meeting, is entered in the securities register as a holder
of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted
at such meeting; and (B) who complies with the notice procedures set forth below in this Section 8.118.14.
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(b)
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In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder,
the Nominating Shareholder must have given timely notice thereof in proper written form to the Secretary of the Corporation or
the principal executive offices of the Corporation.
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(c)
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To be timely, a Nominating Shareholder’s notice to the Secretary of the Corporation must
be made:
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(i)
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in the case of an annual meeting of shareholders, not less than 30
nor more than 65 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual
meeting of shareholders is to be held on a date that is less than 50 days after the date (the "Notice
Date") on which the first public announcement of the date of the annual meeting was made,
notice by the Nominating Shareholder may be made not later than the close of business on the tenth (10th) day following
the Notice Date; and
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(ii)
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in the case of a special meeting (which is not also an annual meeting) of shareholders called for
the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the fifteenth
(15th) day following the day on which the first public announcement of the date of the special meeting of shareholders
was made. In no event shall any adjournment or postponement of a meeting of shareholders or the announcement thereof commence a
new time period for the giving of a Nominating Shareholder’s notice as described above.
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(d)
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To be in proper written form, a Nominating Shareholder’s notice to the Secretary of the Corporation
must set forth:
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(i)
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as to each person whom the Nominating Shareholder proposes to nominate for election as a director:
(A) the name, age, business address and residential address of the person; (B) the principal occupation or employment of the person;
(C) the class or series and number of shares in the capital of the Corporation which are controlled or which are owned beneficially
or of record by the person as of the record date for the meeting of shareholders (if such date shall then have been made publicly
available and shall have occurred) and as of the date of such notice; and (D) any other information relating to the person that
would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election
of directors pursuant to the Act and Applicable Securities Laws (as defined below) and
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(ii)
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as to the Nominating Shareholder giving the notice, any proxy, contract, arrangement, understanding
or relationship pursuant to which such Nominating Shareholder has a right to vote any shares of the Corporation and any other information
relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with
solicitations of proxies for election of directors pursuant to the Business Corporations Act (Alberta) and Applicable Securities
Laws (as defined below).
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(e)
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The Corporation may require any proposed nominee to furnish such other information as may reasonably
be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the
Corporation or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of
such proposed nominee.
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(f)
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No person shall be eligible for election as a director of the Corporation unless nominated in accordance
with the provisions of this Section 8.118.14;
provided, however, that nothing in this Section 8.118.14
shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders
of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the Act. The Chairman
of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth
in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that
such defective nomination shall be disregarded.
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(g)
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For purposes of this Section 8.114:
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(i)
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"public announcement" shall
mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Corporation
under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com; and
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(ii)
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"Applicable Securities Laws" means
the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules,
regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments,
policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of
Canada.
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(h)
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Notwithstanding any other provision of this Section 8.118.14,
notice given to the Secretary of the Corporation pursuant to this Section 8.118.14
may only be given by personal delivery, facsimile transmission or by email (at such email address as stipulated from time to time
by the Secretary of the Corporation for purposes of this notice), and shall be deemed to have been given and made only at the time
it is served by personal delivery, email (at the address as aforesaid) or sent by facsimile transmission (provided that receipt
of confirmation of such transmission has been received) to the Secretary at the address of the principal executive offices of the
Corporation; provided that if such delivery or electronic communication is made on a day which is a not a business day or later
than 5:00 p.m. (Calgary time) on a day which is a business day, then such delivery or electronic communication shall be deemed
to have been made on the subsequent day that is a business day.
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(i)
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Notwithstanding the foregoing, the board may, in its sole discretion, waive any requirement in
this Section 8.118.14.
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ARTICLE 9
NOTICES
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9.01
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Method of Giving Notices
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(a)
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Any notice (which term includes any communication or document) to be given (which term includes
sent, delivered or served) pursuant to the Act, the regulations thereunder, the articles, the by-laws or otherwise to a shareholder,
director, officer, auditor or member of a committee of the board shall be sufficiently given if delivered personally to the person
to whom it is to be given or if delivered to his recorded address or if mailed to him at his recorded address by prepaid ordinary
or air mail or if sent to him at his recorded address by any means of prepaid transmitted or recorded communication or (where permitted
by applicable law) if sent to him by electronic transmission to an address previously known to have received e-mail correspondence
from the Corporation or otherwise provided by the recipient to the Corporation. A notice so delivered shall be deemed to have been
given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been
given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication
shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative
for dispatch. The secretary may change or cause to be changed the recorded address of any shareholder, director, officer,
auditor or member of a committee of the board in accordance with any information believed by him to be reliable.
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(b)
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Notwithstanding anything contained herein, any notice or document required to be sent or delivered
under the Act, the articles or the by-laws may be sent by electronic means in accordance with the Electronic Transactions Act
(Alberta), as amended or substituted from time to time hereafter.
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9.02
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Notice to Joint Shareholders
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If two or more persons are registered as
joint holders of any share, any notice may be addressed to all such joint holders, but notice addressed to one of such persons
shall be sufficient notice to all of them.
In computing the date when notice must
be given under any provision requiring a specified number of days' notice of any meeting or other event, the day of giving the
notice shall be excluded and the day of the meeting or other event shall be included.
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9.04
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Omissions and Errors
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The accidental omission to give any notice
to any shareholder, director, officer, auditor or member of a committee of the board or the non-receipt of any notice by any
such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting
held pursuant to such notice or otherwise founded thereon.
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9.05
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Persons Entitled by Death or Operation of Law
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Every person who, by operation of law,
transfer, death of a shareholder or any other means whatsoever, shall become entitled to any share, shall be bound by every notice
in respect of such share which shall have been duly given to the shareholder from whom he derives his title to such share prior
to his name and address being entered on the securities register (whether such notice was given before or after the happening of
the event upon which he became so entitled) and prior to his furnishing to the Corporation the proof of authority or evidence of
his entitlement prescribed by the Act.
Any shareholder, proxyholder or other person
entitled to attend a meeting of shareholders, director, officer, auditor or member of a committee of the board may at any time
waive any notice, or waive or abridge the time for any notice, required to be given to him under the Act, the regulations thereunder,
the articles, the by-laws or otherwise, and such waiver or abridgement, whether given before or after the meeting or other
event of which notice is required to be given, shall cure any default in the giving or in the time of such notice, as the case
may be. Any such waiver or abridgement shall be in writing except a waiver of notice of a meeting of shareholders or of the
board or a committee of the board which may be given in any manner.
In this by-law, "recorded address"
means in the case of a shareholder his address as recorded in the securities register; and in the case of joint shareholders the
address appearing in the securities register in respect of such joint holding or the first address so appearing if there are more
than one; and in the case of a director, officer, auditor or member of a committee of the board, his latest address as recorded
in the records of the Corporation.
ARTICLE 10
EFFECTIVE DATE
This by-law
shall come into force when made by the board in accordance with the Act.
This Amended and Restated
By-law No. 1 (2nd Version) is hereby adopted with effect as of the date hereof. The previous by-laws designated as “Amended
and Restated By-law No. 1” are hereby repealed with effect as of the date hereof. The repeal of the by-laws designated as
Amended and Restated By-law No. 1 shall not affect the validity of any act done or approval given under, or the validity and continuance
of any resolution, appointment, contract, plan or payment made pursuant to any provision that has been amended or deleted hereby
prior to the date hereof under such Amended and Restated By-law No. 1.
MADE by the board on
April 28, 2017as of this 6th day of August, 2020.
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/s/ Jeffrey Rowe
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President
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Chairman of the Board
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Chief Financial Officer
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Subject to ratification by the shareholders
at the next annual meeting thereof.