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                                                                    EXHIBIT 3.23

                                                      Ontario Corporation Number
                                                               1551533

CERTIFICATE
This is to certify that these articles
are effective on December 17, 2002



                             ARTICLES OF CONTINUANCE

1.       The name of the corporation is:

         CANSTEEL ANTILLES N.V.

2.       The Corporation is to be continued under the name (if different from
         1):

         1551533 ONTARIO LIMITED

3.       Name of jurisdiction the corporation is leaving:

         Netherlands Antilles

4.       Date of incorporation/amalgamation:

         APRIL 11, 1990

5.       The address of the registered office in Ontario is:

         1801 Hopkins Street South, Whitby, Regional Municipality of Durham L1N
         5T1

6.       Number (or minimum and maximum number) of directors is:

         A minimum of one (1) and a maximum of twenty (20)

7.       The director(s) of the corporation are:

         Paul Lawrence, 1801 Hopkins Street South, Whitby, Ontario L1N 5T1

8.       Restrictions, if any, on business the corporation may carry on or on
         powers the corporation may exercise.

         There are no restrictions on business of the Corporation.

9.       The classes and any maximum number of shares that the corporation is
         authorized to issue:


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         The Corporation is authorized to issue an unlimited number of Class A
         Preferred Shares and an unlimited number of Class B Common Shares.

10.      Rights, privileges, restrictions and conditions (if any) attaching to
         each class of shares and directors authority with respect to any class
         of shares which may be issued in series:

         Class A Preferred Shares

         The rights, privileges, restrictions and conditions attaching to the
         Class A Preferred Shares are as follows:

         NON-CUMULATIVE DIVIDENDS: The holders of the Class A Preferred Shares,
         in priority to the holders of the Class B Common Shares and all other
         shares ranking junior to the Class A Preferred Shares, shall be
         entitled to receive and the Corporation shall pay thereon, as and when
         declared by the board of directors of the Corporation out of the assets
         of the Corporation properly applicable to the payment of dividends,
         fixed preferential non-cumulative dividends at the rate of 6% per annum
         on the Redemption Price (as hereinafter defined) per share. Such
         dividends shall be paid by cheque payable at par at any branch of the
         Corporation's bankers for the time being in Canada. The board of
         directors shall be entitled from time to time to declare part of the
         said preferential non-cumulative dividend for any financial year
         notwithstanding that such dividend for such financial year shall not be
         declared in full. If within 3 months after the expiration of any
         financial year of the Corporation the board of directors in its
         discretion has not declared the said dividend or any part thereof on
         the Class A Preferred Shares for the financial year, then the rights of
         the holders of the Class A Preferred Shares to such dividend or to any
         undeclared part thereof for such financial year shall be forever
         extinguished. The holders of Class A Preferred Shares shall not be
         entitled to any dividends other than or in excess of the preferential
         non-cumulative dividends hereinbefore provided.

         DIVIDENDS PREFERENTIAL: Except with the consent in writing of the
         holders of all the Class A Preferred Shares outstanding, no dividend
         shall at any time be declared and paid on or set apart for payment on
         the Class B Common Shares or on any other shares ranking junior to the
         Class A Preferred Shares in any financial year unless and until the
         preferential non-cumulative dividends on all the Class A Preferred
         Shares outstanding in respect of such financial year have been declared
         and paid or set apart for payment.

         PARTICIPATION UPON LIQUIDATION, DISSOLUTION OR WINDING-UP: In the event
         of the liquidation, dissolution or winding up of the Corporation or
         other distribution of assets of the Corporation among its shareholders
         for the purpose of winding up its affairs, the holders of the Class A
         Preferred Shares shall be entitled to receive from the assets of the
         Corporation a sum equivalent to the aggregate Redemption Amount (as
         hereinafter defined) of all Class A Preferred Shares held by them
         respectively before any amount shall be paid or any assets of the
         Corporation distributed to the holders of any Class B Common Shares or
         shares of any other class ranking junior to the Class A Preferred
         Shares. After payment to the holders of the Class A Preferred Shares of
         the amount so payable to them as above provided they shall not be
         entitled to share in any further



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         distribution of assets of the Corporation among its shareholders for
         the purpose of winding up its affairs.

         REDEMPTION AT OPTION OF HOLDER: A holder of Class A Preferred Shares
         shall be entitled to require the Corporation to redeem, subject to the
         requirements of the Business Corporations Act (Ontario) as now enacted
         or as the same may from time to time be amended, re-enacted or
         replaced, at any time or times all or any of the Class A Preferred
         Shares held by such holder by tendering to the Corporation at its
         registered office a share certificate or certificates representing the
         Class A Preferred Shares which the holder desires to have the
         Corporation redeem together with a request in writing specifying: (i)
         that the holder desires to have the Class A Preferred Shares
         represented by such certificate or certificates redeemed by the
         Corporation and, if part only of the shares represented by such
         certificate or certificates is to be redeemed, the number thereof so to
         be redeemed and (ii) the business day (herein referred to as the
         "Redemption Date") on which the holder desires to have the Corporation
         redeem such Class A Preferred Shares. The Redemption Date shall be not
         less than 30 days (or such shorter period to which the Corporation may
         consent) after the day on which the request in writing is given to the
         Corporation. Upon receipt of a share certificate or certificates
         representing the Class A Preferred Shares which the holder desires to
         have the Corporation redeem together with such a request the
         Corporation shall on the Redemption Date redeem such Class A Preferred
         Shares by paying to such holder the Redemption Amount (as hereinafter
         defined) for each such Class A Preferred Shares being redeemed. Such
         payment shall be made by cheque payable at par at any branch of the
         Corporation's bankers for the time being in Canada, or by the issuance
         of a promissory note. If a part only of the shares represented by any
         certificate are redeemed a new certificate for the balance shall be
         issued at the expense of the Corporation. The said Class A Preferred
         Shares shall be redeemed on the Redemption Date and from and after the
         Redemption Date the holder of such shares shall cease to be entitled to
         dividends and shall not be entitled to exercise any of the rights of a
         holder of Class A Preferred Shares in respect thereof unless payment of
         the Redemption Amount is not made on the Redemption Date, in which
         event the rights of the holder of the said Class A Preferred Shares
         shall remain unaffected.

         REDEMPTION BY CORPORATION: The Corporation may, upon giving notice as
         hereinafter provided, redeem at any time the whole or from time to time
         any part of the then outstanding Class A Preferred Shares from any one
         or more of the holders thereof as the board of directors of the
         Corporation may in its sole discretion determine on payment of $1.00
         for each share to be redeemed, such amount being herein referred to as
         the "Redemption Price", plus all declared and unpaid dividends thereon,
         the whole constituting and being herein referred to as the "Redemption
         Amount".

         IDEM: In the case of redemption of Class A Preferred Shares under these
         provisions hereof, the Corporation shall at least 21 days (or, if all
         of the holders of the Class A Preferred Shares to be redeemed consent,
         such shorter period to which they may consent) before the date
         specified for redemption mail (or, with the consent of any particular
         holder, otherwise deliver) a notice in writing of the intention of the
         Corporation to redeem such Class A Preferred Shares to each person who
         at the record date for the determination of shareholders entitled to
         receive notice is a holder of Class A Preferred




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         shares to be redeemed. Such notice shall (subject to the consent of any
         particular holder referred to above) be mailed by letter, postage,
         prepaid, addressed to each such holder at the holder's address as it
         appears on the records of the Corporation or in the event of the
         address of any such holder not so appearing then to the last known
         address of such holder; provided, however, that accidental failure to
         give any such notice to one or more of such holders shall not affect
         the validity of such redemption. Such notice shall set out the
         Redemption Amount and the date on which redemption is to take place and
         if part only of the shares held by the person to whom it is addressed
         is to be redeemed the number thereof so to be redeemed. On or after the
         date so specified for redemption, the Corporation shall pay or cause to
         be paid to or to the order of the holders of the Class A Preferred
         Shares to be redeemed the Redemption Amount thereof on presentation and
         surrender at the registered office of the Corporation or any other
         place designated in such notice of the certificates representing the
         Class A Preferred Shares called for redemption. Such payment shall be
         made by cheque payable at par at any branch of the Corporation's
         bankers in Canada, or by the issuance of a promissory note. If a part
         only of the shares represented by any certificate are redeemed a new
         certificate for the balance shall be issued at the expense of the
         Corporation. From and after the date specified for redemption in any
         such notice the holders of the Class A Preferred Shares called for
         redemption shall cease to be entitled to dividends and shall not be
         entitled to exercise any of the rights of holders of Class A Preferred
         Shares in respect thereof unless payment of the Redemption Amount is
         not made upon presentation of certificates in accordance with the
         foregoing provisions, in which case the rights of the holders of the
         said Class A Preferred Shares shall remain unaffected. The Corporation
         shall have the right at any time after the mailing (or deliver, as the
         case may be) of notice of its intention to redeem any Class A Preferred
         Shares to deposit the Redemption Amount (either in the form of cheque
         or promissory note in accordance with the foregoing provisions) of the
         shares so called for redemption or of such of the said shares
         represented by certificates as have not at the date of such deposit
         been surrendered by the holders thereof in connection with such
         redemption to a special account in any chartered bank or in any trust
         company in Canada, named in such notice, to be paid without interest to
         or to the order of the respective holders of such Class A Preferred
         Shares called for redemption upon presentation and surrender to such
         bank or trust company of the certificates representing the same, and
         upon such deposit being made or upon the date specified for redemption
         in such notice, whichever is the later, the Class A Preferred Shares in
         respect whereof such deposit shall have been made shall be redeemed and
         the rights of the holders thereof after such deposit or such redemption
         date, as the case may be, shall be limited to receiving without
         interest their proportionate part of the total Redemption Amount so
         deposited against presentation and surrender of the said certificates
         held by them respectively and any interest allowed on such deposit
         shall belong to the Corporation.

         VOTING RIGHTS: The holders of the Class A Preferred Shares shall not be
         entitled to receive notice of or to attend any meeting of the
         shareholders of the Corporation and shall not be entitled to vote at
         any such meeting.

         The holders of the Class A Preferred Shares shall, however, be entitled
         to notice of meetings of the shareholders called for the purpose of
         authorizing the dissolution of the




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         Corporation or the sale, lease or exchange of all or substantially all
         the property of the Corporation other than in the ordinary course of
         business of the Corporation.

         CLASS B COMMON SHARES

         The rights, privileges, restrictions and conditions attaching to the
         Class B Common Shares are as follows:

         PAYMENT OF DIVIDENDS: The holders of the Class B Common Shares shall be
         entitled to receive dividends if, as and when declared by the board of
         directors of the Corporation out of the assets of the Corporation
         properly applicable to the payment of dividends in such amounts and
         payable in such manner as the board of directors may from time to time
         determine. Subject to the rights of the holders of any other class of
         shares of the Corporation entitled to receive dividends in priority to
         or concurrently with the holders of the Class B Common shares, the
         board of directors may in its sole discretion declare dividends on the
         Class B Common Shares to the exclusion of any other class of shares of
         the Corporation.

         PARTICIPATION UPON LIQUIDATION, DISSOLUTION OR WINDING UP: In the event
         of the liquidation, dissolution or winding up of the Corporation or
         other distribution of assets of the Corporation among its shareholders
         for the purpose of winding up its affairs, the holders of the Class B
         Common Shares shall, subject to the rights of the holders of any other
         class of shares of the Corporation entitled to receive assets of the
         Corporation upon such distribution in priority to or concurrently with
         the holders of the Class B Common Shares, be entitled to participate in
         the distribution. Such distribution shall be made in equal amounts per
         share on all the Class B Common Shares at the time outstanding without
         preference or distinction.

         VOTING RIGHTS: The holders of the Class B Common Shares shall be
         entitled to receive notice of and to attend all annual and special
         meetings of the shareholders of the Corporation and to 1 vote in
         respect of each Class B Common Share are held at all such meetings.

11.      The issue, transfer or ownership of shares is/is not restricted and the
         restrictions (if any) are as follows:

         No shares of the Corporation shall be transferred without the consent
         of the directors of the Corporation expressed by a resolution passed by
         the board of directors or by an instrument or instruments in writing
         signed by all of the directors then in office.

12.      Other provisions, if any, are:

         (a)      The number of shareholders of the Corporation, exclusive of
                  persons who are in the employment of the Corporation and
                  exclusive of persons who, having been formerly in the
                  employment of the Corporation, were, while in that employment,
                  and have continued after termination of that employment to be,
                  shareholders of the Corporation, is limited to not more than
                  fifty, two or more persons who are the joint registered owners
                  or one or more shares being counted as one shareholder.



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         (b)      Any invitation to the public to subscribe for securities of
                  the Corporation is prohibited.

         (c)      Subject to the provisions of the Business Corporations Act
                  (Ontario) as amended or re-enacted from time to time, the
                  directors may, without authorization of the shareholders:

                  (i)      borrow money on the credit of the Corporation;

                  (ii)     issue, re-issue, sell or pledge debt obligations of
                           the Corporation;

                  (iii)    give a guarantee on behalf of the Corporation to
                           secure performance of an obligation of any person;

                  (iv)     mortgage, hypothecate, pledge or otherwise create a
                           security interest in all or any property of the
                           Corporation, owned or subsequently acquired, to
                           secure any obligation of the Corporation;

                  (v)      by resolution, delegate any or all such powers to a
                           director, a committee of directors or an officer of
                           the Corporation.

                  Nothing in this subparagraph shall limit or restrict the
                  borrowing of money by the Corporation on bills of exchange or
                  promissory notes made, drawn, accepted or endorsed by or on
                  behalf of the Corporation.

         (d)      Except in the case of any class or series of shares of the
                  Corporation listed on a stock exchange, the Corporation shall
                  have a lien on the shares registered in the name of a
                  shareholder or his legal representative for a debt of that
                  shareholder to the Corporation.

         (e)      The holders of any fractional shares issued by the Corporation
                  shall be entitled to exercise voting rights and to receive
                  dividends in respect of each such fractional share.

         (f)      Holders of shares of any class or series shall not be entitled
                  to dissent nor to vote separately as a class or series upon a
                  proposal to amend the articles of the Corporation to:

                  (i)      increase or decrease any maximum number of authorized
                           shares of such class or series, or increase any
                           maximum number of authorized shares of a class or
                           series having rights or privileges equal or superior
                           to the shares of such class or series;

                  (ii)     effect an exchange, reclassification or cancellation
                           of the shares of such class or series; or

                  (iii)    create a new class or series of shares equal or
                           superior to the shares of such class or series.



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13.      The corporation has complied with subsection 180(3) of the Business
         Corporations Act.

14.      The continuation of the corporation under the laws of the Province of
         Ontario has been properly authorized under the laws of the jurisdiction
         in which the corporation was incorporated/amalgamated or previously
         continued on

                  DECEMBER 16, 2002

15.      The Corporation is to be continued under Business Corporations Act to
         the same extent as if it had been incorporated thereunder.

         These articles are signed in duplicate.


                                     CANSTEEL ANTILLES N.V.
                                     Name of Corporation



                                     By: /s/ Paul Lawrence              Director
                                         ---------------------------------------
                                         (signature)     (description of office)


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