Cambior Inc. - Exhibit 4.1 - Prepared By TNT Filings Inc.




 





____________________________________________


CERTIFICATION OF AMENDMENT 


Companies Act, Part IA 

(R.S.Q., c. C-38) 


  
    I hereby certify that 

    CAMBIOR INC. 

    has amended its articles on June 29, 2000,
    under Part IA of the Companies Act, as indicated in the attached
    Articles of Amendment. 

    Filed in the Register on July 6, 2000 

    under number 1140274813 

  



	(SEAL)	 
	Gouvernement	 
	du Québec	 
	Inspector General	 
	of Financial Institutions	(s) Turcotte
	 	Inspector General of Financial Institutions




	Gouvernement du Québec	 
	The Inspector general of	 
	Financial Institutions	Form #5
	 	ARTICLES OF AMENDMENT
	 	Companies Act, R.S.Q., c. C-38
	 	Part 1A


	 	 
	
    1. Name	 
	
        CAMBIOR INC.	 
	 	 
	
    2. Amendment of articles under sections 123.140 and following
    of the Companies Act
	 	 
	
    3. The articles of the company are amended as follows:
	 	 
	
        The authorized capital stock of the
    company is, hereby, amended as follows:
	 	 
	
        The common shares of the company with a
    par value of $4.00 per share, whether issued and
	
        outstanding or from treasury, shall from
    now on have no par value.
	 	 
	 	 
	 	 
	 	 
	 	 
	
    4. Effective date (if different from	
    5. Name (or designating number) prior to amendment, if
	
    the date of filing (see instructions)	
    different from than the one mentioned in Section 1)




If the space provided is not sufficient, include an appendix in two copies.



Signature of Authorized Director   (s)
_________________________

Gouvernement du Québec 

Filed on 

June 29, 2000 

The Inspector General of 

Financial Institutions 








____________________________________________


CERTIFICATION OF AMENDMENT 


Companies Act, Part IA 

(R.S.Q., c. C-38) 



  
    I hereby certify that 

    CAMBIOR INC. 

    has amended its articles on May 3, 2000,
    under Part IA of the Companies Act, as indicated in the attached
    Articles of Amendment. 

    Filed in the Register on May 4, 2000 under number
    1140274813 

  



	 	 
	(SEAL)	 
	Gouvernement	 
	du Québec	 
	Inspector General	 
	of Financial Institutions	(s) Turcotte
	 	Inspector General of Financial Institutions
	 	 
	I430Z131I8C40MA	 




	Gouvernement du Québec	 
	The Inspector general of	 
	Financial Institutions	Form #5
	 	ARTICLES OF AMENDMENT
	 	Companies Act, R.S.Q., c. C-38
	 	Part 1A


	 	 
	
    1. Name	 
	
         CAMBIOR INC.	 
	 	 
	
    2. Amendment of articles under sections 123.140 and following
    of the Companies Act
	 	 
	
    3. The articles of the company are amended as follows:
	 	 
	
         The authorized capital stock of the
    company is, hereby, amended by the creation of a first
	
         series of Class I Preferred Shares
    composed of 5,000,000 Class I Preferred Shares, Series
	
         1, without par value, with the
    rights, privileges, restrictions and conditions described in the
	
         attached Appendix 1, which is an
    integral part of this form.
	 	 
	 	 
	 	 
	 	 
	
    4. Effective date (if different from	
    5. Name (or designating number) prior to amendment, if
	
         the date of filing (see
    instructions)	
         different from than the one
    mentioned in Section 1)
	
         N/A	
         N/A




If the space provided is not sufficient, include an appendix in two copies.



Signature of Authorized Director   (s)
_________________________

Gouvernement du Québec 

Filed on 

May 03, 2000 

The Inspector General of 

Financial Institutions




APPENDIX 1 


The Class I Preferred Shares Series 1, without par value,
include the rights, privileges, restrictions and conditions hereinafter
described. 

	Dividends 



  The registered holders of Class I Preferred Shares Series 1
  shall have the right to receive at each fiscal year of the company, preferred
  non-cumulative dividends and the company shall have the right to pay dividends
  from the sums duly appropriated for this purpose, when the directors of the
  company, at their full discretion, will have determined the date and amount of
  these dividends. 



	Conversion 



  Each Class I Preferred Share Series 1 can be converted at
  the holder's option or the company's option, in whole only, into a fully paid
  common share of the capital stock of the company, during the 90-day period
  beginning on the effective date of the amendment of the articles of the
  company by which reference to the par value of the common shares issued or
  from treasury of the capital stock of the company is removed so that all
  common shares of the capital stock of the company, issued or from treasury
  have no par value (the "effective date"). The conversion of the Class I
  Preferred Shares Series 1 into common shares cannot be made prior to the
  effective date. 

  This conversion privilege may be exercised by any holder of
  Class I Preferred Shares Series 1 by returning to the secretary of the
  company, the certificate or certificates representing the shares he wishes to
  convert, duly indorsed. Upon receipt of this or these certificates, the
  secretary of the company shall issue without delay one or more certificates
  representing the common shares the holder is entitled to as a result of
  exercising his right of conversion. 

  The company shall have the right to exercise this conversion
  privilege after the effective date upon written notice to the holders of Class
  I Preferred Shares Series 1. This notice must be sent to the address of the
  holders indicated in the company registers, or failing this, to the last know
  address. However, the unintentional failure to transmit the notice to a holder
  does not have an effect on the validity of targeted conversion. 

  Once the conversion privilege is exercised by the holder or
  by the company, the holders of the targeted Class I Preferred Shares Series 1
  shall cease being entitled to the rights related to the Class I Preferred
  Shares Series 1, except for the right to receive one or more certificates
  representing the 







  common shares the holder will be entitled to as a result of
  the exercise, by the company or by the holder, of his right of conversion.
  



	Redemption 



  The registered holders of Class I Preferred Shares Series 1
  may, as of October 1, 2000, ask the company, in a written request to that
  effect, to redeem all of said Class I Preferred Shares Series 1 and, subject
  to the Companies Act, the company shall, no later than 30 days
  following the receipt of said request and of the certificate or certificates
  representing the Class I Preferred Shares Series 1, duly indorsed, redeem said
  Class I Preferred Shares Series 1 by a cash payment by the company to the
  holder, of the price at which these Class I Preferred Shares Series 1 were
  issued, plus all declared and unpaid dividends, if any. 



	Voting rights 
  



  Subject to the provisions of the Companies Act or the
  articles, the holders of Class I Preferred Shares Series 1 shall not have, as
  such, any right to vote nor any right to receive notices of shareholders
  meetings or to attend them. 



	Winding-up, Dissolution
  



  In the event of the winding-up or dissolution of the
  company, voluntary or forced, the registered holders of the Class I Preferred
  Shares Series 1 shall have the right to receive, after payment by the company
  to holders of Class II preferred shares and to holders of shares of any other
  class having priority over Class I preferred shares, but prior to any
  distribution of the assets of the company to the holders of common shares, a
  sum equal to the price at which these Class I Preferred Shares Series 1 were
  issued and all dividends declared and unpaid, if any. 






[OFFICE TRANSLATION] 

Government of Quebec 

Inspector General of Financial Institutions  

CERTIFICATE OF AMALGAMATION 

Companies Act (R.S.Q., c. C-38) 

Part IA 


  / hereby certify that the companies referred to in the
  attached articles of amalgamation have amalgamated under the authority of Part
  IA of the Companies Act into a single company under the corporate name 

  
  CAMBIOR INC. 

  
  As indicated in said articles. 

  
  January 1, 1994 



 

                    
                  
                
              
            
          
        
      
    
  

	 	Jean-Marie Bouchard
	 	(Signature]
	 	Inspector General of
    Financial Institutions
	 	 
	[Seal] 3105-4919	 





[OFFICE TRANSLATION] 

Government of Quebec 

Inspector General of Financial Institutions  

CERTIFICATE OF REGISTRATION 

Companies Act (R.S.Q., c. C-38) 

Part IA 


  / hereby certify that the attached copy of this certificate is a true
  copy of the original of a document concerning 

  
  CAMBIOR INC.

  
  and that said copy has been registered on 

  
  December 31, 1993 in 

  libro S-3286, folio 70 



	 	Jean-Marie Bouchard
	 	[Signature]
	 	Inspector General of
    Financial Institutions
	[Seal] 3105-4919	 




	Government of Quebec	 	
    [OFFICE 
    TRANSLATION] 

	Inspector General of Financial
    Institutions	 	 
	 	 	 
	 	 	 
	 	 	Form 6
	 	 	ARTICLES OF
    AMALGAMATION
	 	 	Companies Act
	 	 	Part 1A
	 	 	 


	
    1	
    Corporate name or number of the company resulting from the
    amalgamation	 	 
	 	CAMBIOR INC.	 	 
	 	 	 	 
	
    2	
    Quebec judicial district where 	
    3	
    Exact number or minimum and	
    4	
    Effective date if after filing date
	 	company has its head office	             
    maximum number of directors	 	 
	 	Abitibi	           
    Minimum 3, Maximum 15	 	
    January 1, 1994
	 	 	 	 	 
	
    5	
    Description of share capital	 	 	 	 	 
	 	
    All the issued and outstanding shares of VSM Exploration Inc.
    are cancelled without any
	 	
    refund of the capital they represent. See the attached
    Schedule A which forms an integral
	 	part of this form.	 	 	 	 
	 	 	 	 	 	 	 
	
    6	Restrictions on the transfer of
    shares, if any	 	 
	 	None	 	 	 	 
	 	 	 	 	 	 	 
	
    7	
    Limitations on activities, if any	 	 	 	 	 
	 	None	 	 	 	 
	 	 	 	 	 	 	 
	
    8	
    Other provisions	 	 	 	 	 
	 	Not applicable	 	 	 	 
	 	 	 	 	 	 	 
	
    9	
    Corporate name of amalgamating companies	 	
    Signature of authorized director
	 	 	 	 	 	 
	 	CAMBIOR INC.	 	 	 	
    [Signature]
	 	 	 	 	 	
    Louis P. Gignac 
	 	 	 	 
	 	VSM EXPLORATION INC./	 	 	 	
    [Signature]
	 	EXPLORATION VSM INC.	 	 	 	
    Pierre D. Chenard
	 	 	 	 	 	 
	 	 	 	 	 	 	
    December 20, 1993

	
    If space is insufficient, attach a schedule	 	 	 	 	 
	
    Administrative use only	 	 	 	 	 




Government of Quebec 

Filed on: 

December 23, 1993 

Inspector General 

of Financial Institutions  




[OFFICE TRANSLATION] 

CAMBIOR INC. 


SCHEDULE A TO THE ARTICLES OF AMALGAMATION 

(FORM 6) 


DESCRIPTION OF THE SHARE CAPITAL 

An unlimited number of Common Shares with a par value of four
dollars ($4,00) per share, an unlimited number of Class I Preferred Shares
without par value and 10,000,000 Class II Preferred Shares, with a par value of
four dollars ($4.00) per share. The whole as more fully described hereafter. 

December 20, 1993 


	CAMBIOR
    INC.	VSM
    EXPLORATION INC./
	 	
    EXPLORATION VSM INC.
		
	By: 
    [Signature]               
    	By: 
    [Signature]                   
    
	       
    Louis P. Gignac	       
    Pierre D. Chenard
	       
    Director	 





[OFFICE TRANSLATION] 

CAMBIOR INC. 

SCHEDULE A 

The authorized share capital of the Company as well as all of
the rights, privileges, conditions and restrictions attached to the Common
Shares, to the Class I Preferred Shares and to the Class II Preferred Shares are
as follows: 


  Article 1 - Authorized Share Capital 

  The Company is authorized to issue (i) an unlimited number
  of Common Shares, with a par value of $4.00 per share (the "Common Shares"),
  (ii) an unlimited number of Class I Preferred Shares, without par value,
  issuable in one or more series (the "Class I Preferred Shares") and (iii) a
  limited number of 10,000,000 Class II Preferred Shares, with a par value of
  $4.00 per share, redeemable at a price of $10.00 per share (the "Class II
  Preferred Shares"). 

  Article 2 - Common Shares 

  The rights, privileges, conditions and restrictions attached to the Common
  Shares shall be as follows: 

  
  
    2.1  
    Voting Rights - Subject to the provisions of the Quebec Companies
    Act (R.S.Q., c. C-38) and the regulations thereunder (the "Act"), the
    holders of the Common Shares shall be entitled to receive notices of and to
    attend and vote at all annual or special meetings of shareholders of the
    Company. Each Common Share shall entitle its holder to the right to one
    vote, exercisable in person or by proxy. 

  






-2- 


  
    2.2    
    Dividends - Subject to the prior rights of the holders of Class I
    Preferred Shares, Class II Preferred Shares and of shares of any other class
    ranking prior to the Common Shares with respect to dividends, the holders of
    the Common Shares shall be entitled to receive and the Company shall pay
    thereon, as and when declared by the directors, out of the funds of the
    Company properly available for the payment of dividends, a dividend at a
    rate then determined by the directors of the Company, Cheques of the
    Company, drawn on a bank designated in Schedule A or Schedule B of the Bank
    Act (R.S.C. 1970, c. B-l), as amended (the "Bank Act") and payable at any
    branch of such bank in Canada, shall be issued with respect to such
    dividends to the holders of Common Shares entitled thereto. The mailing of
    such cheques shall discharge the Company of any liability relating to such
    dividends up to the amounts represented thereby, unless such cheques are not
    paid upon presentation duly made. A dividend represented by a cheque which
    has not been presented for payment within six years of its issue or which
    remains otherwise unclaimed for a period of six years as of the date on
    which it was declared payable and set apart for payment, shall revert to the
    Company.

    2.3    Winding
    up - Dissolution - In the event of the winding up or dissolution of the
    Company, whether voluntary or involuntary, or any other distribution of the
    assets of the Company among its shareholders for the purposes of winding up
    its business, the holders of Common Shares shall be entitled to receive,
    based on the number of Common Shares respectively held by them, and after
    payment by the Company to the holders of the Class I Preferred Shares, to
    the holders of the Class II Preferred Shares and to the holders of the
    shares of any other class ranking prior to the Common Shares with respect to
    the distribution of the remaining assets of the Company in the event of
    winding up or dissolution, of the amounts due to them pursuant to the terms
    hereof, (i) an amount equal to the average, per Common Share, of the amounts
    paid into the issued and paid- 

  






-3- 


  
    up share capital account held for the Common Shares as
    well as, (ii) all the dividends declared on the Common Shares and still
    unpaid at the time of the distribution. In addition, the holders of the
    Common Shares shall be entitled to share, based on the number of Common
    Shares held by them respectively, the residual assets of the Company,
    without any preference or distinction. 

    
    2.4    Rank of
    the Common Shares - The Common Shares shall rank (i) as to the payment of
    dividends, (ii) as to the repayment of capital and the payment of dividends
    in the event of the winding up or dissolution of the Company and (iii) as to
    the sharing of the remaining assets of the Company in the event of winding
    up or dissolution, after the Class I Preferred Shares, the Class II
    Preferred Shares and the shares of any other class which rank prior to the
    Common Shares. 

  

  Article 3 - Class, I Preferred Shares 

  The Class I Preferred Shares shall, as a class, carry and be subject to the
  following rights, privileges, conditions and restrictions: 

  
    3.1    Issue
    in Series - (a) Subject to the provisions of the Act, the Class I
    Preferred Shares may, at any time, be issued in one or more series. The
    directors may, when they consider it appropriate, but before their issue,
    determine the number and the designation of the shares of each series of
    Class I Preferred Shares, as well as the rights, privileges, conditions and
    restrictions attached to the shares of each series of Class I Preferred
    Shares, including, without limiting the generality of the foregoing (i) the
    rate and the amount of dividends, the date and place for the payment of such
    dividends, as well as the date as of which such dividends shall begin to
    accrue, (ii) the rate or the amount of the premium that may be paid to their
    respective holders in the event of purchase or 

  






-4 - 


  
    redemption, as well as the date as of which the shares of
    a series may be subject to redemption, as well as the method of purchase and
    redemption, (iii) the terms and conditions of a stock option plan with
    respect to one or more series, (iv) the terms and conditions relating to a
    sinking fund established for the benefit of the holders of the shares of one
    or more series, (v) the par value of the shares of any given series or the
    aggregate par value of the shares of any given series, (vi) the designation
    of the shares of any given series and (vii) the exchange privileges of the
    shares of any given series for shares of any other series or any other class
    of shares of the share capital of the Company. 

    (b) The rights, privileges, conditions and restrictions
    attached to each series of Class I Preferred Shares shall be determined, for
    each series, by a resolution of the directors who shall be entitled to
    create such series prior to the issue of any Class I Preferred Shares of any
    such series so created. The issue of shares of any given series of Class I
    Preferred Shares shall not take place until the adoption of such resolution
    and after the receipt of a certificate of amendment attesting to the
    amendment creating such a series. Such a resolution of the directors shall
    not require any ratification by the shareholders. 

    (c) Notwithstanding the foregoing, each share of any
    series of Class I Preferred Shares shall carry the same voting rights, or
    the same conditions and restrictions with respect to the voting rights. 

    (d) Notwithstanding the foregoing, when amounts payable
    as dividends, a repayments of capital or premiums on the repayment of
    capital are not paid in full, the shares of all series of Class I Preferred
    Shares shall participate in the amount payable proportionately to the sums
    which would be payable if payment were made in full. 

  






-5- 


  
    3.2    Voting Rights -
    Subject to the provisions of the Act, the holders of Class I Preferred
    Shares shall not, as a class, be entitled to receive the notices of, nor to
    attend or vote at, any annual or special meetings of the shareholders of the
    Company. 

    3.3    Rank of the Class I
    Preferred Shares with respect to Dividends - The Class I Preferred
    Shares shall, as a class, rank as to the payment of dividends, when
    declared, prior to the Common Shares and the shares of any other class
    ranking after the Class I Preferred Shares with respect to dividends but 
    pari passu with the Class II Preferred Shares and, each series shall
    rank equally with any other series as to dividends. 

    3.4    Rank of
    the Class I Preferred Shares in the event of winding up or dissolution -
    The Class I Preferred Shares shall, as a class, rank as to the reimbursement
    of capital and as to the payment of any dividend due in the event of winding
    up or dissolution of the Company, prior to the Common Shares and the shares
    of any other class ranking after the Class I Preferred Shares with respect
    to the distribution of the residual assets of the Company in the event of
    winding up or dissolution, but after the Class II Preferred Shares. The
    preferred shares of each series shall rank equally with the preferred shares
    of any other series of Class I Preferred Shares. 

    3.5   Winding up:
    Dissolution - In the event of the winding up or dissolution of the
    Company, whether voluntary or involuntary, or any other distribution of the
    assets of the Company among its shareholders for the purposes of winding up
    its business, the holders of Class I Preferred Shares shall, as a class, be
    entitled to receive, after payment by the Company to the holders of Class II
    Preferred Shares and to the holders of shares of any other class ranking
    prior to the Class I Preferred Shares with respect to the distribution of
    the assets of the 

  






-6- 


  
    Company in the event of winding up or dissolution, but
    before any distribution of the assets of the Company among the holders of
    Common Shares, an amount equal to the price at which such shares were issued
    or, if a right of redemption attaches to such shares, an amount equal to the
    redemption price in effect at the time of the distribution and (i) in the
    case of Class I Preferred Shares with cumulative dividends, all the
    cumulative dividends accrued and unpaid (whether declared or not) up to the
    date of distribution or (ii) in the case of the Class I Preferred Shares
    with non-cumulative dividends, all the non-cumulative dividends declared and
    remaining unpaid on the date of distribution. The Class I Preferred Shares
    shall not entitle their holders to any other right to participate further in
    the earnings or the assets of the Company. 

    3.6    
    Creation or Issue of Additional Series - Following the creation and
    issue of the first series of Class I Preferred Shares, the directors of the
    Company may not create or issue any additional series of Class I Preferred
    Shares unless, on the date of such creation or such issue, as the case may
    be, (i) all the cumulative dividends, up to and including the last complete
    period for which such cumulative dividends are payable have been declared or
    paid or set aside for payment with respect to each series of Class I
    Preferred Shares with cumulative dividends then issued and outstanding and
    (ii) any non-cumulative dividend, declared and remaining unpaid, has been
    paid or set aside for payment with respect to each series of Class I
    Preferred Shares with non-cumulative dividends then issued and outstanding.
    

    3.7    Other
    Terms and Conditions - The directors may, at the time of creation of any
    series of Class I Preferred Shares, confer upon such series any other right,
    privilege, condition and restriction that they deem appropriate and
    consistent with the rights, privileges, conditions and restrictions attached
    to all of the Class I Preferred Shares as a class. 

  






- 7- 


  Article 4 - Class II Preferred Shares 

  The Class II Preferred Shares shall, as a class, carry and be subject to
  the following rights, privileges, conditions and restrictions: 

  
    4.1    Voting
    Rights - Subject to the provisions of the Act, the holders of Class II
    Preferred Shares shall not be entitled to receive notices of nor to attend
    or vote at any annual or special meetings of the shareholders of the
    Company. 

    4.2    
    Dividends - The owners of Class II Preferred Shares shall be entitled to
    receive and the Company shall pay thereon, as and when declared by the
    directors, out of the funds of the Company properly available for the
    payment of dividends, before the payment of dividends on the Common Shares
    and the shares of any other class ranking after the Class II Preferred Shares
    with respect to dividends, but pari passu with the Class I Preferred
    Shares, a yearly fixed cumulative and preferred dividend at the rate of one
    per cent (1%) calculated on the redemption price of the Class II Preferred
    Shares as defined in section 4.3. Said yearly fixed cumulative and preferred
    dividend shall begin to accrue (i) as to the Class II Preferred Shares which are a part of a first issue, on
    the first day of the month following the month during which they are issued
    and (ii) as to the Class II Preferred Shares which are a part of any
    subsequent issue, on the first day of the period immediately following the
    last period for which said yearly fixed cumulative and preferred dividend
    has been declared and paid. Cheques of the Company, drawn on a bank
    designated in Schedule A or Schedule B of the Bank Act and payable at any
    branch of such bank in Canada, shall be issued with respect to such
    dividends to the holders of Class II Preferred Shares entitled thereto. The
    mailing of such cheques shall discharge the Company of any liability
    relating to such dividends up to the amounts represented thereby, unless
    such cheques are not paid upon presentation duly made. A dividend 

  






-8- 


  
    represented by a cheque which has not been presented for
    payment within six years of its issue or which remains otherwise unclaimed
    for a period of six years of the date on which it was declared payable and
    set apart for payment, shall revert to the Company. 

    
    4.3    
    Redemption at the option of the Company - (a) Subject to the provisions
    of the Act, the Company may, at its option, redeem, at any time, all or only
    part of the Class II Preferred Shares then issued and outstanding upon
    payment for each Class II Preferred Share to be redeemed, (i) of an amount
    equal to the par value of a Class II Preferred Share as well as (ii) of a
    premium of $6.00, namely a redemption price of $10.00 per share (the
    "Redemption Price" of one Class II Preferred Share) and (iii) of the cumulative dividends
    accrued and unpaid (whether declared or not) up to the date of redemption.
    If less than all the Class II Preferred Shares then issued and outstanding
    are to be redeemed, the shares to be redeemed shall be selected between the
    holders of such shares, pro rata with the number of Class II Preferred Shares
    respectively held by each such holder or in any other manner which may be
    determined by the directors, at their sole discretion. 

    (b) Notwithstanding the foregoing terms and conditions
    with respect to the redemption of Class II Preferred Shares, the Company
    shall pay to the holders of Class II Preferred Shares being redeemed the
    Redemption Price per Class II Preferred Share plus, if the redemption is made
    more than 37 full months but less than 48 full months following their issue,
    a factor equal to half of the preferred rate of the principal banker of the
    Company in effect on the date of redemption. If the redemption is made more
    than 48 months following the issue, the Redemption Price shall be increased
    by the foregoing factor once for each period of 12 subsequent months; the
    last increase being made based on the 

  



    



-9-


  
    rate in effect on the date of redemption on the basis of a Redemption
    Price increased according to the rate in effect on the last day of each
    prior period. 

    (c) A notice of redemption of the Class II Preferred
    Shares must be given by the Company to each holder of Class II Preferred
    Shares at least five (5) days before the date fixed for the redemption
    unless the holder agrees to a shorter period as provided for below. The
    failure or the accidental omission to give such notice to one or more
    holders of Class II Preferred Shares shall not affect in any way the
    validity of such redemption. Such notice shall state the Redemption Price
    and the date fixed for the redemption, as well as the place of redemption
    and in the event of partial redemption, the number of Class II Preferred
    Shares of each holder redeemed. On the date set for redemption, the Company
    shall pay the Redemption Price or cause it to be paid to the holders of
    Class II Preferred Shares so redeemed, upon presentation and delivery, at
    the place of redemption indicated in the notice, of the certificates
    representing the Class II Preferred Shares being redeemed and the holders of
    such shares shall then cease to be entitled to the dividends and to exercise
    any shareholders' rights attaching thereto, unless the payment of the
    Redemption Price is not made pursuant to the foregoing provisions, in which
    case the rights of such holders as holders of Class II Preferred Shares
    shall remain unchanged. 

    (d) The Company shall be entitled, at any time after the
    mailing of the notice of redemption, to deposit the Redemption Price of the
    Class II Preferred Shares which, on the date of redemption, has not been
    claimed by the holders entitled thereto, with any bank designated in
    Schedule A or Schedule B of the Bank Act or with any trust company or
    corporation located in Canada and referred to in the notice of redemption,
    in a special account for the benefit of the holders of the Class II
    Preferred Shares so redeemed and, once such deposit has been made, the Class
    II Preferred Shares for which such deposit has been made shall 

  






- 10- 


  
    be deemed to have been redeemed as of the date of
    redemption and the rights of their holders shall be limited to the receipt,
    without interest, of their proportionate share of the Redemption Price so
    deposited, upon presentation and delivery of the certificates representing
    the Class II Preferred Shares so redeemed. 

    (e) Any holder of Class II Preferred Shares may waive the
    notice of redemption referred to above, in which case the redemption of the
    Class II Preferred Shares held by such holder may be made without prior
    notice. 

    4.4    
    Redemption on Demand - (a) Subject to the provisions of the Act, any
    holder of Class II Preferred Shares may request from the Company, 60 months
    following their issue and thereafter, that it redeem all or part of the
    Class II Preferred Shares registered in the holder's name, such right being
    exercisable only once, for all of the Class II Preferred Shares held by such
    holder, or on several occasions for the number of Class II Preferred Shares
    that may be indicated by such holder in each case.

    (b) In order to exercise the rights conferred upon a
    holder by section 4.4, any holder of Class II Preferred Shares shall send to
    the secretary of the Company, at the head office of the Company, (i) a
    request in writing to that effect, indicating the number of Class II
    Preferred Shares such holder wishes to have so redeemed by the Company, duly
    signed by such holder or by his or her agent, (ii) the original of the
    certificate representing the Class II Preferred Shares to be redeemed, duly
    endorsed by such holder or by his or her agent and (iii) the original of any
    document which empowers and authorizes an agent to sign the notice referred
    to above and, as the case may be, to endorse the certificate representing
    the Class II Preferred Shares subject to the request for redemption, 

  






-11 - 


  
    the terms and conditions of such document are to be approved by the
    secretary of the Company. 

    (c) Upon receipt of the documents referred to above, the
    Company shall, within 30 days, proceed with the redemption of the Class II
    Preferred Shares concerned by the notice and, subject to the provisions of
    the Act, shall pay to the holder of such shares, for each Class II Preferred
    Share so redeemed, an amount equal to the Redemption Price in effect at the
    relevant time pursuant to the provisions of section 4.3. 

    (d) The Company shall pay to any holder of Class II
    Preferred Shares exercising the rights conferred upon such holder by section
    4.4, the amounts due to such holder within a maximum period of 30 days
    following the date on which the documents described above are received by
    the Company, by a cheque drawn to the order of the registered holder of such
    Class II Preferred Shares so redeemed. 

    (e) In the event that only a part of the Class II
    Preferred Shares represented by a certificate are to be redeemed according
    to the foregoing provisions, the Company shall deliver to the holder of said
    Class II Preferred Shares, a certificate representing the Class II Preferred
    Shares not having been redeemed. 

    (f) As of the date of the mailing by the Company of a
    cheque representing the amount due to a holder of Class II Preferred Shares
    redeemed according to the foregoing provisions, such holder shall cease to
    be entitled to dividends and to exercise any other rights attached to the
    shares so redeemed, unless the payment of the Redemption Price is not made,
    in which case the rights of such holder shall remain unchanged. 

  






- 12 - 


  
    4.5    
    Cancellation of the Class II Preferred Shares - Any Class II Preferred
    Share redeemed according to the terms and conditions of section 4.3 or
    section 4.4 or purchased in any other way by the Company may not be part of
    a new issue and shall be cancelled. 

    4.6    Winding
    up or Dissolution - In the event of the winding up or dissolution of the
    Company, whether voluntary or involuntary, or any other distribution of the
    assets of the Company among its shareholders for the purposes of winding up
    its business, the holders of Class II Preferred Shares shall be entitled to
    receive, based on the number of Class II Preferred Shares held by them
    respectively, an amount equal to the Redemption Price of the Class II
    Preferred Shares in effect at the time of the distribution, as well as an
    amount equal to all the cumulative dividends accrued and unpaid on the Class
    II Preferred Shares (whether declared or not) up to the date of distribution.
    The Class II Preferred Shares shall not entitle their holders to any other
    right to participate further in the earnings or the assets of the Company.
    

    
    4.7   
    Rank of the Class II Preferred Shares - The Class II Preferred Shares
    shall rank (i) as to the payment of dividends, prior to the Common Shares
    and the shares of any other class ranking after the Class II Preferred Shares
    in that respect, but pari passu with the Class I Preferred Shares and
    (ii) as to the reimbursement of capital in the event of winding up or
    dissolution of the Company, prior to the Common Shares, the Class I
    Preferred Shares and the shares of any other class ranking after the Class
    II Preferred Shares in that respect.
    

  






- 13 - 


  Article 5 - Amendment of Articles  

  
    5.1 Amendment - The
    holders of shares of any class or, subject to section 5.5, any series, shall
    be entitled to vote separately on the proposals for amendment of the
    articles of the Company whose purpose is: 

    (a) to change the authorized maximum number of shares of
    such class or increase the authorized maximum number of shares of any other
    class conferring equal or superior rights or privileges; 

    (b) to exchange, reclassify or cancel all or part of the shares of such
    class; 

    (c) to extend, amend or limit the rights, privileges, restrictions or
    conditions attached to the shares of such class, namely: 

    
      (i) by removing or amending, in an adverse manner, the right to accrued
      or cumulative dividends; 

      (ii) by extending, removing or amending, in an adverse manner, the
      redemption or retraction rights; 

      (iii) by reducing or removing any preference with respect to dividends
      or winding up, or 

      (iv) by extending, removing or amending, in an adverse
      manner, the conversion privileges, options, voting, transfer or preemptive
      rights or rights to acquire securities, or sinking fund provisions; 

    

  






- 14- 


  
    (d) to increase the rights or privileges attached to shares of another
    class, conferring rights or privileges equal to or greater than those of
    that class; 

    (e) to create a new class of shares equal to or greater than those of
    that class; 

    (f) to make equal to greater than the shares of such class, the shares of
    any class conferring lesser rights or privileges; 

    (g) to exchange all or part of the shares of any other class for those of
    that class or to create a right to that effect; or 

    (h) to either restrict the issue, transfer or ownership of class shares
    or to amend or remove such restrictions. 

    5.2    Voting
    Rights - Section 5.1 shall apply even if the shares of a class do not
    confer any voting rights according to the provisions of the articles of the
    Company as amended. At any meeting of the holders of a class held pursuant
    to section 5, the holders of shares of any class entitled to vote according
    to section 5 shall have one vote per share. 

    5.3    
    Separate Resolutions - The adoption of any amendment to the articles
    referred to in section 5.1 shall be subject to its approval by way of a
    resolution voted on separately by the shareholders of each class entitled to
    vote pursuant to section 5.1. Any approval by the holders of any class of
    shares required under the provisions of section 5 shall be deemed to have
    been duly given if it is contained in a resolution passed by at least three
    quarters (3/4) of the votes cast at a special meeting of the holders of the
    shares of such a class, convened for that purpose by a prior notice of at
    least fourteen (14) days and at which 

  







  
    meeting the holders of at least twenty-five per cent
    (25%) of the outstanding shares of such class are present in person or
    represented by proxy, thereby constituting the quorum. If the holders of at
    least twenty-five per cent (25%) of the outstanding shares of any class are
    not present or represented by proxy 30 minutes following the time set for
    the meeting, the meeting shall be adjourned to a date at least five days
    later and a prior notice of at least two days of such an adjourned meeting
    shall be given. At such an adjourned meeting, the holders of the shares of
    such class present in person or represented by proxy may transact thereat
    the businesses for which the meeting had been initially convened and a
    resolution passed at such meeting by at least three quarters (3/4) of the
    votes cast shall constitute the approval of the holders of such class of
    shares referred to above for the purposes of section 5, whether or not the
    quorum referred to above is present at such an adjourned meeting. Any
    approval given pursuant to the provisions of this section 5.3 shall be
    binding upon the holders of such a class of shares. 

    5.4    Effect
    of the Approval - The procedure set forth in sections 5.1, 5.2 and 5.3
    shall operate as a compromise or arrangement and shall allow for the filing
    of articles of amendment without it being necessary to resort to any other
    formality provided for in the Act and relating to the compromise or
    arrangement. 

    5.5    Voting
    by Series - The holders of shares of any series shall only be entitled
    to vote separately, as provided for in this section 5, on the amendments
    concerning the series and not on those concerning all of the class. 

  

  Article 6 - Conversion of the First Common Shares 

  All of the first common shares without par value of the share capital of
  the Company, issued and outstanding immediately before these articles of
  amendment, being 






- 16- 


  25,000 shares, are hereby converted into 2,500 Common
  Shares of the share capital of the Company on a basis of one Common Share per
  ten first common shares; the said Common Shares carrying the rights and
  privileges and being subject to the conditions and restrictions described in
  the foregoing articles. 

  Article 7 - Cancellation of Shares 

  All the first common shares without par value in the share
  capital of the Company, unissued immediately before these articles of
  amendment, as well as all the preferred shares without par value of the share
  capital of the Company are cancelled. 






[OFFICE TRANSLATION]

	Government of Quebec	 
	Inspector General of Financial
    Institutions	 
	 	Form 2
	 	NOTICE OF ADDRESS OR
    OF
	 	CHANGE OF ADDRESS OF
    HEAD OFFICE
	 	Companies Act
	 	
    Part 1A


 

	 	 	 	 
	
    1	 	
    Corporate name or number
	 	 	
    CAMBIOR INC.
	 	 	 	 
	 	 	 	 
	
    2	
    Notice is hereby given that the
    address of the head office of the company, within the limits of the judicial district
    indicated in the articles, is as
	
                        follows
	 	 
	
    1075	
    3rd Avenue East
	
    Civic number	
    Street name
	 	 
	
    Val d'Or	 
	
    Locality	 
	 	 
	
    Quebec	
    J9P 6M1
	
    Locality	
    Postal code
	 	 	 	 
	The
    company	 
	CAMBIOR
    INC.	 


	 	 	 	 	 
	 	 	 	 	 
	 	 	 	     Post occupied	Director and President
	by.	
    [Signature]	 	     by signatory	and Chief Executive Officer
	 	 	
    (signature)	 	 
	 	Louis P. Gignac	 	 
	 	 	 	 	
    
    December 20, 1993

	 	 	 	 	 



Administrative use only 

Government of Quebec 

Filed on December 23, 1993 

Inspector General of Financial Institutions 




[OFFICE TRANSLATION] 


	Government of Quebec	 
	Inspector General of Financial
    Institutions	 
	 	Form 4
	 	NOTICE CONCERNING
    COMPOSITION
	 	OF THE BOARD OF
    DIRECTORS
	 	Companies Act 
	 	Part 1A


	 	 	 	 
	 	 	 	 
	
    1	
    Corporate name or number	 	 
	 	CAMBIOR INC.	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
    2	
    The directors of the company are	 	 
	 	 	 	 
	 	 	 	 
	 	
    Name and surname	
    Full residential address	
    Profession
	 	 	
    (including postal code)	 
	 	 	 	 
	 	
    
    See Schedule A attached which forms an integral part of
    this form. 

	 	 	 	 


	 	 	 	 	 
	 	 	 	 	 
	The company	 	 	 
	CAMBIOR INC.	 	 	 
	 	 	 	 	 
	 	 	 	 	Director and
	 	 	 	Post occupied	President
	by.  [Signature]                      
    	 	by signatory	and Chief Executive.Officer
	        
    (signature)	 	 	 	 
	        
    Louis P. Gignac	 	 	 	 
	 	 	 	 	 	
    December 20, 1993
	 	 	 	 	 	 



Administrative use only 

Government of Quebec 

Filed on December 23, 1993 

Inspector General of Financial Institutions 




[OFFICE TRANSLATION] 

CAMBIOR INC. 

SCHEDULE A TO THE NOTICE CONCERNING COMPOSITION 

OF THE BOARD OF DIRECTORS (FORM 4)


	ARCAND, Claude	7620 Leo-Lessard	Businessman
	 	Quebec, Quebec	 
	 	G2K 1V8	 
	 	 	 
	FARQUHARSON,	3 Brule Garden	Engineer
	Graham	Toronto, Ontario	 
	 	M6S 4J1	 
	 	 	 
	 	 	 
	GAUCHER, Michel	23 Ainslie Avenue	Businessman
	 	Outremont, Quebec
    	 
	 	H2V 2Y2	 
	 	 	 
	GIGNAC, Louis P.	8250 Racine Street	Engineer
	 	Brossard, Quebec	 
	 	J4X ITS	 
	 	 	 
	GOLDEN, Alan Z.	3495 du Musee	Lawyer
	 	Apartment 203	 
	 	Montreal, Quebec	 
	 	H3G 2C8	 
	 	 	 
	HARVEY, Yves	2400 chemin
    Saint-Louis	Engineer
	 	Sillery, Quebec 
    	 
	 	GIT 1R6	 
	 	 	 
	LANGLOIS, Gonzague	3018 Larochelle	Engineer
	 	Sainte-Foy, Quebec	 
	 	G1W 2B2	 
	 	 	 
	LEMAIRE, Bernard	402 Marie-Victorin	Businessman
	 	Kingsley Falls, Quebec	 
	 	J0A 1B0	 
	 	 	 
	MERCURE, Gilles	60 de Brésoles	Businessman
	 	Apartment 107	 
	 	Montreal, Quebec	 
	 	H2Y 1V5	 
	 	 	 
	PLOURDE, Gérard	6065 de Vimy	Businessman
	 	Montreal, Quebec	 
	 	H3S 2R2	 
	 	 	 
	ROY, Henri A.	Suite 1400	Businessman
	 	318, 26th Avenue S.W.	 
	 	Calgary, Alberta	 
	 	T2S 2T9	 
	 	 	 



CAMBIOR INC. 

     Louis P. Gignac 

     Director 

     President and Chief Executive Officer 

By: [Signature]