EXHIBIT 27
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DECLARATION OF TRUST
SIXTH SUPPLEMENTAL AMENDING AGREEMENT
This Declaration of Trust Sixth Supplemental Amending Agreement is made
effective the 1st day of March, 2001
Between
PRIMEWEST ENERGY INC.
a body corporate incorporated under the laws of the
Province of Alberta, with an office in the City of Calgary, in
the Province of Alberta (the "Corporation")
and
THE TRUST COMPANY OF BANK OF MONTREAL
a trust company incorporated under the laws of Canada,
with offices in the City of Calgary, in the Province of Alberta
(the "Trustee")
WHEREAS by Declaration of Trust dated August 2, 1996 among the
Corporation, Montreal Trust Company of Canada (the "Initial Trustee") and the
Initial Unitholder, the Initial Unitholder settled the Trust upon the terms set
forth in the Declaration of Trust; and
WHEREAS the Declaration of Trust provides that the Declaration of Trust
may be amended by the Trustee with the consent of the Unitholders by Special
Resolution; and
WHEREAS the Unitholders by Special Resolution passed at the Annual
General and Special Meeting of Unitholders held on May 25, 2000 approved an
amendment to the Declaration of Trust to provide for the creation of Special
Voting Units having terms approved by the Board of Directors of the Corporation;
and
WHEREAS the Corporation and the Trustee propose to enter into this
Declaration of Trust Sixth Supplemental Amending Agreement to effect the
amendment so approved by Unitholders at the Annual General and Special Meeting
held May 25, 2000;
NOW THEREFOR THIS DECLARATION OF TRUST SIXTH SUPPLEMENTAL AMENDING
AGREEMENT WITNESSETH that the Corporation and the Trustee agree as follows:
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ARTICLE 1
INTERPRETATION
1.1 DEFINITIONS
In this Supplemental Amending Agreement, unless the context otherwise
requires, words and phrases used herein and which are defined in the Declaration
of Trust shall have the meaning herein which are given to such words and phrases
in the Declaration of Trust. In addition, the following terms have the following
meanings:
DECLARATION OF TRUST means that certain Declaration of Trust dated
August 2, 1996 made among the Corporation, the Initial Trustee and the
Initial Unitholder and restated July 19, 1999 by the Corporation and
the Trustee; and
SUPPLEMENTAL AMENDING AGREEMENT means this Declaration of Trust Sixth
Supplemental Amending Agreement.
1.2 HEADINGS
The division of this Supplemental Amending Agreement into Articles and
Sections, the provision of a table of contents, and the insertion of headings
are for convenience of reference only and shall not affect the construction or
interpretation of this Supplemental Amending Agreement.
1.3 CONSTRUCTION OF TERMS
In this Supplemental Amending Agreement, words importing the singular
number include the plural and vice versa; words importing gender include the
masculine, feminine and neuter genders; references to dollar amounts refer to
such amounts in Canadian currency; references to "this Supplemental Amending
Agreement", "hereto", "herein", "hereof", "hereby", "hereunder" and similar
expressions refer to this Supplemental Amending Agreement, and not to any
particular Article, Section or other portion hereof, and include any and every
instrument supplemental or ancillary hereto or in implementation hereof; and the
expressions "Article" and "Section" followed by a number, letter, or combination
of numbers and letters refer to the specified Article or Section of this
Supplemental Amending Agreement.
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ARTICLE 2
AMENDMENTS TO DECLARATION OF TRUST
2.1 AMENDED DEFINITIONS
The Declaration of Trust is hereby amended as of the date hereof by
deleting the definition of each of "UNIT" and "UNITHOLDERS" contained therein
and replacing them respectively with the following:
"UNIT means a unit of the Trust created and issued hereunder and for
the time being Outstanding and entitled to the benefits hereof,
provided that the term "UNIT" shall not include the Special Voting
Units except for the purpose of the definition of "UNITHOLDER" (but
only for the limited purposes specified therein), and where the term
"UNIT" is used in Article 11, "UNIT" shall include those units of the
Trust which are at such time issuable upon the exchange of all
Exchangeable Shares then outstanding for the purposes of determining
the number of Units outstanding at a particular time, the number of
votes to which a particular Unitholder is entitled, and whether or not
specified voting thresholds are attained;
"UNITHOLDERS means the holders from time to time of one or more Units
and, for the purposes of Sections 15.2, 17.1, 17.2 and 18.3 hereof,
Article 11 hereof and the definition of "ORDINARY RESOLUTION" contained
herein only, Unitholders shall also include the holders from time to
time of one or more Special Voting Units; and
2.2 ADDITIONAL DEFINITIONS
The Declaration of Trust is hereby amended as of the date hereof by
inserting the following defined terms in Section 1.1 thereof in the appropriate
alphabetical order:
"EXCHANGEABLE SHARE means shares in the capital of the Corporation or
an Affiliate of the Corporation which are by their terms exchangeable
into Units of the Trust;"
"SPECIAL VOTING UNIT means a voting right created and issued by the
Trust in conjunction with the issuance of Exchangeable Shares by the
Corporation or an Affiliate of the Corporation for the purpose of
allowing holders of such Exchangeable Shares to vote at meetings of
Unitholders and having the rights and subject to the limitations,
restrictions and conditions set out in Section 3.10 hereof;"
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2.3 SPECIAL VOTING UNITS
The Declaration of Trust is hereby amended as of the date hereof by the
addition thereto of the following as Section 3.10 thereof immediately following
the current Section 3.9 thereof:
"3.10 SPECIAL VOTING UNITS
In addition to Units, the Trust is hereby empowered to issue Special
Voting Units having the rights and subject to the limitations, restrictions and
conditions set forth herein. The number of Special Voting Units that may be
issued shall be unlimited.
Subject to the proviso that Special Voting Units may only be issued by
the Trust in conjunction with the issuance by the Corporation or an Affiliate of
the Corporation of Exchangeable Shares, Special Voting Units may be issued at
the times, to the persons, for the consideration and on the terms and conditions
that the Corporation may determine.
Each Special Voting Unit shall entitle the holder thereof to attend and
vote at all meetings of Unitholders. The maximum number of votes attached to
each Special Voting Unit shall be that number of Units into which the
Exchangeable Shares issued in conjunction with the Special Voting Unit and at
that time outstanding are then exchangeable. Special Voting Units may be voted
by proxy on all matters that may properly come before the Unitholders of the
Trust. Prior to delivering a Special Voting Unit proxy, the holder of a Special
Voting Unit shall be obligated to determine, in a manner approved by the
Corporation, the manner in which the holders of the then outstanding
Exchangeable Shares that were issued in conjunction with that Special Voting
Unit would vote on each matter put before the Unitholders. The holder of the
Special Voting Unit would then be obligated to complete the Special Voting Unit
proxy and record as votes in favour of the matter that number of votes equal to
the number of Units into which the Exchangeable Shares which voted in favour of
the matter are then exchangeable and record as votes against the matter that
number of votes equal to the number of Units into which the Exchangeable Shares
which voted against the matter are then exchangeable. Votes attached to the
Special Voting Unit may only be counted to the extent of the number of Units
into which the Exchangeable Shares issued in connection with the Special Voting
Unit and then outstanding have recorded a vote on the matter.
Special Voting Units shall have the rights granted above in respect of
voting at meetings of Unitholders and shall have no other rights in the Trust or
the Trust Fund and for greater certainty Special Voting Units do not represent a
beneficial interest in the Trust."
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ARTICLE 3
MISCELLANEOUS
3.1 CONFIRMATION OF AMENDED DECLARATION OF TRUST
The Declaration of Trust as amended by this Supplemental Amending
Agreement is hereby ratified and confirmed.
3.2 SUCCESSORS AND ASSIGNS
The provisions of this Supplemental Amending Agreement shall enure to
the benefit of, and be binding upon, the parties hereto and their successors and
assigns.
3.3 COUNTERPARTS
This Supplemental Amending Agreement may be executed in several
counterparts, each of which when so executed shall be deemed to be an original,
and such counterparts together shall constitute one and the same instrument
which shall be sufficiently evidenced by any such original counterparts.
3.4 SEVERABILITY
If any provision of this Supplemental Amending Agreement shall be held
invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall attach only to such provision in such jurisdiction and
shall not in any manner affect or render invalid or unenforceable such provision
in any other jurisdiction or any other provision of this Supplemental Amending
Agreement in any jurisdiction.
3.5 TIME OF THE ESSENCE
Time shall be of the essence in this Supplemental Amending Agreement.
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3.6 GOVERNING LAW
This Supplemental Amending Agreement shall be governed by and construed
in accordance with the laws of the Province of Alberta and the laws of Canada
applicable therein and shall be treated in all respects as Alberta contracts.
The parties hereto hereby irrevocably submit to the jurisdiction of the courts
of the Province of Alberta.
IN WITNESS WHEREOF each of the parties hereto has caused this
Supplemental Amending Agreement to be duly executed.
PRIMEWEST ENERGY INC.
Per: /s/
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Per: /s/
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THE TRUST COMPANY OF BANK\
OF MONTREAL
Per: /s/
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