EX-1.1 Amendment to Articles of Incorporation dated June 22, 2000


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                                                      Ontario Corporation Number
                                                 Numero de la societe en Ontario

                                                                         1168444

Ministry of                                Ministre de la
Consumer and                               Consommation
Commercial Relations                       et du Commerce
CERTIFICATE                                CERTIFICAT
This is to certify that these              Ceci certifie que les presente
articles are effective on                  statuts entrent en vigueur re
June 22                                    JUIN, 2000



<TABLE>
<CAPTION>

Form 3                               ARTICLES OF AMENDMENT
Business                            STATUTS DE MODIFICATION
Corporations
Act
<S>             <C>                                       <C>

                1.  The name of the corporation is:         Denomination sociale de la societe:
                    WORLD  HEART  CORPORATION
Formula 3
Loi sur les
societes par
actions         2.  The name of the corporation is          Nouvelle denomination sociale de
                    changed to (if applicable):             la societe (s'il y a lieu):




                3.  Date of Incorporation/amalgamation:     Data de la constitution ou de la fusion:


                                                    1996/04/01
                -------------------------------------------------------------------------------------
                                                (Year, Month, Day)
                                                (annee, mois, jour)

                4.  The articles of the corporation are     Les statuts de la societe sont modifies
                    amended as follows:                     de la facon suivante.

                See Schedule A attached hereto
</TABLE>

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                                   SCHEDULE A

The  Articles  of the  Corporation  are  amended  to  create a first  series  of
1,374,570  preferred  shares  which shall be  designated  Cumulative  Redeemable
Convertible  Preferred  Shares,  Series A (the "Series A Shares") and shall have
attached  thereto,  in  addition  to  the  rights,   privileges,   restrictions,
conditions and  limitations  attaching to the Preferred  Shares as a class,  the
following  rights,  privileges,  restrictions  and  conditions  (the  "Series  A
Provisions"):

1         General

1.1       Definitions

          Where  used in these  Series A  Provisions,  the  following  words and
phrases shall,  unless there is something in the context otherwise  inconsistent
therewith, have the following meanings, respectively:

     (a)  "business day" means a day other than a Saturday,  Sunday or any other
          day  when   banks  in  the   municipality   in  Canada  in  which  the
          Corporation's  registered  office is then  situated are  authorized by
          applicable laws to be closed;

     (b)  "Common  Shares" means common shares of the Corporation as such shares
          were  constituted  on June 30, 2000,  or as such shares may be changed
          from time to time, provided that any adjustment in the Conversion Rate
          required by clause 3.5 hereof has been made;

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     (c)  "close of business"  means the normal  closing  hour of the  principal
          office of the transfer agent for the Common Shares located  nearest to
          the registered office of the Corporation;

     (d)  "Conversion  Rate" at any time means the number of Common  Shares into
          which one Series A Share may be converted  at such time in  accordance
          with the provisions of section 3;

     (e)  "Current  Market  Price" of the  Common  Shares on any date  means the
          arithmetic  weighted average trading prices for sales of board lots of
          Common  Shares on The Toronto Stock  Exchange and the Nasdaq  National
          Market  (with  prices on The Toronto  Stock  Exchange  converted  into
          United  States  dollars at the noon buying rate  certified  by the New
          York Federal  Reserve  Bank for customs  purposes on such date) or, if
          the Common  Shares are not then  listed and posted for  trading on The
          Toronto Stock Exchange or the Nasdaq  National  Market,  on such stock
          exchange on which such shares are listed and posted for trading and on
          which such shares are most actively traded,  during the 20 consecutive
          trading  days  ending on a date not  earlier  than the 5th trading day
          preceding such date,  provided that in the event the Common Shares are
          not listed on any stock  exchange  the Current  Market  Price shall be
          determined  by  an  independent  investment  dealer  selected  by  the
          directors which determination shall be conclusive;

     (f)  "Deferred  Dividend  Amount" in  respect of a Series A Share  means an
          amount calculated and compounded semi-annually on the dividend payment
          dates

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          determined  at a rate of 5% per  annum  during  the  Initial  Dividend
          Period  and at a rate 10% per annum  during  the  Subsequent  Dividend
          Period  on  the  aggregate  of (i)  the  amount  of  all  preferential
          cumulative dividends that have not been paid on such Series A Share on
          the scheduled dividend payment date or dividend payment dates, whether
          or not such  dividends  were  declared,  for so long as such dividends
          remain  accrued  and  unpaid  from time to time and (ii) the  Deferred
          Dividend Amount that has accumulated in prior calculation  periods and
          remains unpaid;  the period from and including a dividend payment date
          to,  but  not  including,   the  next  dividend   payment  date  is  a
          "calculation period" for the purposes of this definition;

     (g)  "director"  means a director of the Corporation for the time being and
          "directors"  or "board of  directors"  means the board of directors of
          the Corporation or, if duly  constituted and empowered,  the executive
          committee of the board of directors  of the  Corporation  for the time
          being, and reference,  without further  elaboration,  to action by the
          directors means either action by the directors of the Corporation as a
          board or action by the said executive committee as such committee;

     (h)  "herein",  "hereto",  "hereunder",   "hereof",  "hereby"  and  similar
          expressions  mean or refer to these Series A Provisions and not to any
          particular section, clause, subclause,  subdivision or portion hereof,
          and the expressions "section",  "clause" and "subclause" followed by a
          number or a letter mean and refer to the specified section,  clause or
          subclause hereof;

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     (i)  "Initial Issue Date" means the first date on which any Series A Shares
          are issued and outstanding;

     (j)  "Junior Shares" means any shares of the  Corporation  ranking after or
          subordinate  to the Series A Shares as to the payment of  dividends or
          the return of capital,  including,  without limiting the generality of
          the foregoing, the Common Shares;

     (k)  "Liquidation  Distribution"  means  the  liquidation,  dissolution  or
          winding-up of the Corporation,  whether  voluntary or involuntary,  or
          any  other  distribution  of  assets  of  the  Corporation  among  its
          shareholders for the purpose of winding up its affairs;

     (l)  "ranking as to capital"  means ranking or priority with respect to the
          distribution of assets in the event of a Liquidation Distribution;

     (m)  "Series A Holder" means a person  recorded on the securities  register
          of the  Corporation  as being  the  registered  holder  of one or more
          Series A Shares;

     (n)  "trading day" means any day on which The Toronto Stock Exchange or the
          Nasdaq  National Market are open for business and on which one or more
          board  lots of the  relevant  class of shares of the  Corporation  are
          traded on either or both such exchanges; and

     (o)  "transfer  agent" means the corporation or  corporations  from time to
          time appointed by the directors as the transfer agent for the Series A
          Shares and, in the event that no such person is  appointed,  "transfer
          agent" means the Corporation.

1.2  Gender,  etc.

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     Words  importing only the singular number include the plural and vice versa
and words importing any gender include all genders.

1.3       Currency

          All  monetary  amounts  referred to herein shall be in lawful money of
the United States of America.

1.4       Headings

          The  division of these  Series A Provisions  into  sections,  clauses,
subclauses  or  other  subdivisions  and  the  insertion  of  headings  are  for
convenience  of  reference  only  and  shall  not  affect  the  construction  or
interpretation hereof.

1.5  Business  Day

     In the event that any date upon which any  dividends on the Series A Shares
are payable by the Corporation, or upon or by which any other action is required
to be taken by the  Corporation  or any  Series  A  Holder  hereunder,  is not a
business day, then such dividend  shall be payable or such other action shall be
required to be taken on or by the next succeeding day which is a business day.

1.6       Business  Corporations  Act  (Ontario)

          These Series A Provisions  shall be governed by and are subject to the
applicable  provisions  of the  Business  Corporations  Act  (Ontario),  as such
statute may from time to time be amended,  varied,  replaced or re-enacted  (the
"OBCA") and all other laws binding upon the Corporation and, except as otherwise
expressly  provided herein,  all terms used herein which are defined in the OBCA
shall have the respective meanings ascribed thereto in the said Act.

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2         Dividends

2.1       Declaration and Payment of Dividends

2.2       The  holders of Series A Shares  shall be  entitled to receive and the
Corporation  shall pay thereon,  as and when declared by the board of directors,
preferential cumulative cash dividends at the rate per Series A Share (a) during
the period from the Initial Issue Date to the third  anniversary  of the Initial
Issue Date (the  "Initial  Dividend  Period")  at a rate per annum  equal to the
greater of (i) $0.7275 and (ii) the amount that would have been paid during such
period  if such  Series A Share had been  converted  into  Common  Shares at the
Conversion  Rate  immediately  prior  to the  start  of  such  period,  and  (b)
thereafter (the "Subsequent  Dividend  Period") at a rate per annum equal to the
greater of (iii)  $1.455 and (iv) the  amount  that would have been paid  during
such period if such Series A Share had been  converted into Common Shares at the
Conversion  Rate  immediately  prior to the start of such period.  To the extent
that non-cash dividends have been paid on the Common Shares during a period, the
amount payable under (ii) and (iv) above shall include the cash equivalent value
of such  non-cash  dividends  determined  as of the date payment was made to the
holders of Common  Shares.  Such  dividends  shall accrue from and including the
date of issue of such  shares and,  subject as  hereinafter  provided,  shall be
payable  semi-annually on the last day of each of June and December in each year
(each of which dates is hereinafter  referred to as a "dividend  payment date").
The first dividend payment date shall be December 31, 2000.

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2.3       Amount of Dividend

          The amount of the  dividend  for any period  which is less than a full
half-year with respect to any Series A Share:

     (i)  which is issued, redeemed or purchased; or

     (ii) where  assets  of the  Corporation  are  distributed  to the  Series A
          Holders pursuant to section 7 hereof;

shall be equal to the amount  calculated  by  multiplying  the  annual  dividend
entitlement  contemplated  in section 2.1 for the relevant  period by a fraction
the  numerator of which is the number of days in such  half-year  for which such
share has been outstanding (including the dividend payment date at the beginning
of such  half-year if such share was  outstanding on that date and excluding the
next  succeeding  dividend  payment date if such share was  outstanding  on that
date), and the denominator of which is 365.

          The amount of the  dividend  payable in respect of each Series A Share
on the first  dividend  payment date  following  the Initial Issue Date shall be
that  proportion  of $0.36375  which the number of days from and  including  the
Initial Issue Date to but excluding  such dividend  payment date is to the total
number of days in the six  month  period  immediately  preceding  such  dividend
payment date.

2.4       Cumulation of Dividends

          If on any dividend  payment date a dividend  accrued to and payable on
such  date  is not  paid  in  full  on the  Series  A  Shares  then  issued  and
outstanding,  the  dividend  or the  unpaid  part  thereof  shall  be  paid on a
subsequent date as determined by the board of directors. The

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Series A Holders shall not be entitled to any dividends  other than or in excess
of the preferential cumulative dividends provided for in this section 2.

2.5       Method of Payment

          Any  dividends  declared  on the  Series  A  Shares  shall  be paid by
forwarding  by  pre-paid  first  class  mail,  mailed on or before the  dividend
payment date,  addressed to each Series A Holder at its address as it appears on
the books of the Corporation or, in the case of joint holders, to the address of
that one of the  joint  holders  whose  name  stands  first in the  books of the
Corporation, a cheque for such dividends (less the amount of any tax required to
be deducted or withheld by the  Corporation)  payable to or to the order of such
holder (or, in the case of joint  holders,  registered  in the name of, all such
holders,   failing   written   instructions   from   them   to  the   contrary).
Notwithstanding the foregoing,  any dividend cheque may be delivered to a Series
A Holder at its address as aforesaid. The mailing or delivery of any such cheque
in the foregoing  manner shall  satisfy such  dividends to the extent of the sum
represented  by such cheque  (plus the amount of any tax required to be deducted
or withheld as aforesaid)  unless such cheque is not paid on presentation.  Each
dividend  on the  Series  A  Shares  shall  be  paid to the  registered  holders
appearing on the registers at the close of business on such day (which shall not
be more than 30 days  preceding the date fixed for payment of such  dividend) as
may be determined in advance from time to time by the directors.

3.        Conversion

3.1       Right to Convert

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          Upon and subject to the terms and  conditions  hereinafter  set forth,
the holders of Series A Shares  shall have the right,  at any time and from time
to time,  commencing on the earlier of (i) the sixth  anniversary of the Initial
Issue  Date  and (ii) the  third  anniversary  of the  Initial  Issue  Date if a
take-over bid (as defined in the  Securities Act (Ontario)) is announced for the
Common  Shares  or  if  the  Corporation  agrees  to  participate  in a  Capital
Reorganization  (as defined in  subclause  3.5.4.  below),  and ending up to the
close of business on June 30,  2007,  or, in the case of Series A Shares  called
for redemption after the Series A Shares have become  convertible,  to the close
of  business  on the  business  day  immediately  preceding  the date  fixed for
redemption,  whichever is earlier  (provided,  however,  that if the Corporation
shall  fail to redeem  such  Series A Shares in  accordance  with the  notice of
redemption the right of conversion  shall  thereupon be restored as if such call
for redemption had not been made),  to convert all or any part of their Series A
Shares into fully paid and non-assessable  Common Shares, at the Conversion Rate
in effect on the date of  conversion.  Unless and until  adjusted in  accordance
with these Series A Provisions,  the  Conversion  Rate shall be one Common Share
for each Series A Share to be converted.

3.2       Conversion Procedure

          The  conversion  right  provided for in clause 3.1 may be exercised by
completing  and  executing  the  notice  of  conversion  on the  certificate  or
certificates  representing  the  Series A Shares in  respect of which the holder
thereof  desires to exercise such right of conversion and by delivering the said
certificate or certificates to the transfer agent for the Series A Shares at any
office for the  transfer of the Series A Shares.  The said notice of  conversion
shall be signed by



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such  holder  or by his  duly  authorized  attorney  or  agent,  with  signature
guaranteed in a manner  satisfactory to the transfer agent and shall specify the
number of Series A Shares which the Series A Holder  desires to have  converted.
The transfer form in the  certificate  or  certificates  in question need not be
endorsed,  except in the circumstances  contemplated by clause 3.3. If less than
all the Series A Shares  represented by a certificate or certificates  are to be
converted,  the Series A Holder shall be entitled to receive,  at the expense of
the Corporation,  a new certificate representing the Series A Shares represented
by the certificate or certificates  surrendered as aforesaid which are not to be
converted.

3.3       Person to Whom Common Shares Will be Issued

          On any conversion of Series A Shares the share certificates for Common
Shares resulting  therefrom shall be issued at the expense of the Corporation in
the name of the  registered  holder of the Series A Shares  converted or in such
name or names as such  registered  holder may direct in writing,  provided  that
such registered holder shall pay any applicable  security transfer taxes. In any
case where the Common Shares are to be issued in the name of a person other than
the holder of the  converted  Series A Shares,  the transfer form on the back of
the  certificates in question shall be endorsed by the registered  holder of the
Series A  Shares  or its duly  authorized  attorney  or  agent,  with  signature
guaranteed in a manner satisfactory to the transfer agent.

3.4       Effective Date of Conversion

          Each Series A Holder  whose  shares are to be converted in whole or in
part (or any other  person or persons  in whose  name or names any  certificates
representing Common Shares are issued as provided in clause 3.3) shall be deemed
to have become the holder of record of the



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Common Shares into which such Series A Shares are  converted,  for all purposes,
on the respective  dates of receipt by the transfer agent of the  certificate or
certificates  representing  the Series A Shares to be  converted  as provided in
clause 3.2,  notwithstanding  any delay in the  delivery of the  certificate  or
certificates representing the Common Shares into which such Series A Shares have
been converted and,  effective as of and throughout such respective  dates,  the
Series A Holder  shall  cease to be  registered  as the  holder of record of the
Series A Shares so converted.

3.5       Adjustment of Conversion Rate

3.5.1     If and  whenever  at any time and  from  time to time the  Corporation
shall: (i) subdivide, redivide or change its then outstanding Common Shares into
a greater number of Common Shares; (ii) reduce, combine or consolidate or change
its then  outstanding  Common Shares into a lesser number of Common  Shares;  or
(iii) issue Common Shares (or securities exchangeable or convertible into Common
Shares)  to the  holders  of all or  substantially  all of its then  outstanding
Common Shares by way of stock dividend or other distribution (other than a stock
dividend paid in the ordinary  course) (any of such events being herein called a
"Common Share Reorganization"),  the Conversion Rate shall be adjusted effective
immediately  after the record  date at which the  holders  of Common  Shares are
determined for the purpose of the Common Share Reorganization by multiplying the
Conversion Rate in effect on such record date by the quotient obtained when:

     (A)  the number of Common Shares  outstanding  after the completion of such
          Common Share  Reorganization (but before giving effect to the issue of
          any Common

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          Shares  issued after such record date  otherwise  than as part of such
          Common Share Reorganization)  including,  in the case where securities
          exchangeable or convertible  into Common Shares are  distributed,  the
          number of Common  Shares  that  would have been  outstanding  had such
          securities  been exchanged for or converted into Common Shares on such
          record date, is divided by

     (B)  the number of Common  Shares  outstanding  on such  record date before
          giving effect to the Common Share Reorganization.

3.5.2     If and whenever at any time the Corporation  shall fix the record date
for the  issuance  of  rights,  options  or  warrants  to the  holders of all or
substantially  all of its outstanding  Common Shares entitling them for a period
expiring  no more than 45 days after such  record  date to  subscribe  for or to
purchase Common Shares (or securities of the Corporation convertible into Common
Shares) at a price per Common  Share (or  having a  conversion  price per Common
Share) of less than 95% of the Current  Market  Price of a Common  Share on such
record date (any such event being  herein  referred to as a "Rights  Offering"),
then the Conversion Rate then in effect shall be adjusted immediately after such
record date by multiplying  the Conversion Rate in effect on such record date by
the quotient obtained when:

     (A)  the sum of the number of Common Shares outstanding on such record date
          and the number of additional Common Shares offered for subscription or
          purchase  under the Rights  Offering  (or the number of Common  Shares
          into which the securities so offered are convertible) is divided by


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     (B)  the sum of the number of Common Shares outstanding on such record date
          and a number  determined by dividing the aggregate  price of the total
          number  of  additional  Common  Shares  offered  for  subscription  or
          purchase under the Rights Offering (or the aggregate  conversion price
          of the convertible  securities so offered) by the Current Market Price
          of a Common Shares on such record date.

          Any Common Shares owned by or held for the account of the  Corporation
shall be deemed not to be outstanding  for the purpose of any such  computation.
If such  rights,  options  or  warrants  are not so issued or if, at the date of
expiry of the rights,  options or warrants subject to the Rights Offering,  less
than  all the  rights,  options  or  warrants  have  been  exercised,  then  the
Conversion  Rate shall be  readjusted  effective  immediately  after the date of
expiry to the  Conversion  Rate which  would have been in effect if such  record
date had not been fixed or to the Conversion  Rate which would then be in effect
on the date of expiry if the only  rights,  options or warrants  issued had been
those that were exercised, as the case may be.

3.5.3     If and  whenever at any time the  Corporation  shall fix a record date
for the  making of a  distribution  (including  a  distribution  by way of stock
dividend)  to the holders of all or  substantially  all its  outstanding  Common
Shares of: (i) shares of the  Corporation  of any class other than Common Shares
(and shares convertible into Common Shares referred to in subclause 3.5.1); (ii)
rights,  options or warrants  (excluding a Rights Offering,  rights,  options or
warrants exercisable within 45 days of the record date having a conversion price
per Common Share equal to or greater than 95% of the then Current Market Price);
(iii) evidences of its  indebtedness  (excluding  indebtedness  convertible into
Common Shares referred to in subclause  3.5.1);  or (iv)

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assets (other than with respect to (i),  (ii),  (iii) and (iv) above,  dividends
paid in the ordinary course and a Common Share  Reorganization)  (any such event
being herein referred to as a "Special  Distribution")  then, in each such case,
the Conversion  Rate shall be adjusted  effective  immediately  after the record
date at which the holders of Common  Shares are  determined  for the purposes of
the Special  Distribution  by multiplying  the Conversion Rate in effect on such
record date by the quotient obtained when:

     (A)  the product  obtained when the number of Common Shares  outstanding on
          the record date is multiplied by the Current  Market Price of a Common
          Share on such date, is divided by


     (B)  the  difference  obtained when the amount by which the aggregate  fair
          market  value  (as  determined  by  the  board  of  directors,   which
          determination  shall be  conclusive) of the shares,  rights,  options,
          warrants,  evidences of  indebtedness  or assets,  as the case may be,
          distributed in the Special  Distribution exceeds the fair market value
          (as determined by the board of directors, which determination shall be
          conclusive) of the  consideration,  if any,  received  therefor by the
          Corporation,  is subtracted from the product  obtained when the number
          of Common Shares  outstanding  on the record date is multiplied by the
          Current Market Price of a Common Share on such date,

provided that no such adjustment  shall be made if the result of such adjustment
would be to  decrease  the  Conversion  Rate in effect  immediately  before such
record  date.  Any  Common  Shares  owned  by or  held  for the  account  of the
Corporation  shall be deemed not to be

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outstanding for the purpose of any such  computation.  Such adjustment  shall be
made successively  whenever such a record date is fixed. To the extent that such
distribution is not so made, the Conversion  Rate shall be readjusted  effective
immediately to the Conversion Rate which would then be in effect based upon such
shares or rights,  options or warrants or  evidences of  indebtedness  or assets
actually distributed.

3.5.4     If and whenever there is a capital  reorganization  of the Corporation
not  otherwise  provided  for in this  clause  3.5 or a  consolidation,  merger,
arrangement or amalgamation  (statutory or otherwise) of the Corporation with or
into   another  body   corporate   (any  such  event  being  called  a  "Capital
Reorganization"),  any  Series  A  Holder  who has not  exercised  its  right of
conversion  prior to the record date for such  Capital  Reorganization  shall be
entitled to receive  and shall  accept,  upon the  exercise of such right at any
time  after the  record  date for such  Capital  Reorganization,  in lieu of the
number of Common Shares to which it was  theretofore  entitled upon  conversion,
the aggregate  number of shares or other securities of the Corporation or of the
corporation  or body  corporate  resulting,  surviving  or  continuing  from the
Capital Reorganization that such holder would have been entitled to receive as a
result of such Capital  Reorganization  if, on the record date,  it had been the
registered  holder of the  number of Common  Shares to which he was  theretofore
entitled upon  conversion,  subject to adjustment  thereafter in accordance with
provisions the same, as nearly as may be possible, as those contained in clauses
3.5 and 3.6; provided that no such Capital  Reorganization shall be carried into
effect  unless all  necessary  steps  shall have been taken so that the Series A
Holders  shall  thereafter be entitled to receive

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<PAGE>

such  number  of  shares  or  other  securities  of  the  Corporation  or of the
corporation  or body  corporate  resulting,  surviving  or  continuing  from the
Capital Reorganization.

3.5.5     In the case of any  reclassification  of,  or  other  change  in,  the
outstanding Common Shares other than a Common Share  Reorganization or a Capital
Reorganization,  the right of conversion shall be adjusted immediately after the
record date for such  reclassification  or other change so that Series A Holders
shall be entitled to receive,  upon the exercise of such right at any time after
the  record  date  of  such  reclassification  or  other  change,  such  shares,
securities  or rights as they would have  received had such Series A Shares been
converted  into Common Shares  immediately  prior to such record date subject to
adjustment  thereafter in accordance with provisions,  the same as nearly may be
possible, as those contained in clauses 3.5 and 3.6.

3.5.6     In the event that one or more  preferential  cumulative  dividends are
not paid on the Series A Shares on the scheduled  dividend payment date, whether
or not such dividend or dividends were declared,  and such dividend or dividends
remain accrued but unpaid or there is a Deferred  Dividend  Amount in respect of
such Series A Share,  at the time that a Series A Holder  exercises his right to
convert  such Share,  the  Conversion  Rate for each Series A Share so converted
shall be adjusted  effective on the base of  conversion by  multiplying  (a) the
Conversion Rate in effect immediately prior to the time of conversion by (b) the
quotient  obtained when (i) the sum of (A)$14.55  plus (B) the amount of accrued
but  unpaid  dividends  on such  Series A Share plus (C) the  Deferred  Dividend
Amount in respect of such Series A Share, is divided by (ii) $14.55.

3.6       Rules for Adjustment of Conversion Rate

                                       18
<PAGE>

          The  following  rules  and  procedures  shall  be  applicable  to  the
adjustments of the Conversion Rate made pursuant to clause 3.5:

3.6.1     If the purchase price provided for in any rights,  options or warrants
(the  "Rights  Offering  Price")  referred  to in  subclauses  3.5.2 or 3.5.3 is
decreased,  the Conversion Rate shall forthwith be changed so as to increase the
Conversion  Rate to such  Conversion  Rate as would have been  obtained  had the
adjustment to the Conversion Rate made pursuant to subclauses 3.5.2 or 3.5.3, as
the case may be with respect to such rights,  options or warrants been made upon
the  basis of the  Rights  Offering  Price as so  decreased,  provided  that the
provisions of this subclause 3.6.1 shall not apply to any decrease in the Rights
Offering Price resulting from provisions in any such rights, options or warrants
designed to prevent  dilution if the resulting  increase in the Conversion  Rate
under this  subclause  3.6.1 is not greater  than the  increase,  if any, in the
Conversion  Rate to be made  pursuant  to the  provisions  of this  section 3 by
virtue of the occurrence of the event giving rise to such decrease in the Rights
Offering Price;

3.6.2     No  adjustment  in the  Conversion  Rate shall be  required  unless an
increase or decrease of at least one per cent of the prevailing  Conversion Rate
would result;  provided,  however,  that any  adjustment  which,  except for the
provisions  of this  subclause  3.6.2 would  otherwise  have been required to be
made,  shall be  carried  forward  and  taken  into  account  in any  subsequent
adjustment;

3.6.3     No  adjustment  in the  Conversion  Rate  shall  be made  pursuant  to
subclauses  3.5.2  or 3.5.3 in  respect  of any  rights,  options,  warrants  or
distributions if identical rights, options, warrants or shares are issued to the
holders of the  Series A Shares as though and to the same

                                       19
<PAGE>

effect as if they had  converted  their Series A Shares into Common Shares prior
to the issue of such  rights,  options,  warrants  or shares any such  issued of
rights,  warrants or distributions to the holders of the Series A Shares,  being
subject to the prior consent of The Toronto Stock Exchange.

3.6.4     In the absence of a resolution of the  directors  fixing a record date
for a Special Distribution or a Rights Offering, the Corporation shall be deemed
to have  fixed  as the  record  date  therefor  the date on  which  the  Special
Distribution or Rights Offering is effected;

3.6.5     Forthwith after any adjustment in the Conversion Rate, the Corporation
shall file with the transfer agent of the  Corporation for the Series A Shares a
certificate of an officer of the Corporation certifying as to the amount of such
adjustment  and, in  reasonable  detail,  the event  requiring and the manner of
computing  such  adjustment;  the  Corporation  shall also at such time mail, by
prepaid  first class mail, a copy of such  certificate  to the Series A Holders;
and

3.6.6     Any question that at any time or from time to time arises with respect
to the Conversion Rate or any adjustment in the amount of the Conversion Rate or
the amount of any cash payment made in lieu of issuing a fractional  share shall
be conclusively  determined by the auditors from time to time of the Corporation
and shall be binding upon the Corporation and all shareholders,  transfer agents
and registrars of Series A Shares and Common Shares.

                                       20
<PAGE>

3.7       Entitlement to Dividends

          Each  Series A Holder on the  record  date for any  dividend  declared
payable  on  the  Series  A  Shares   shall  be   entitled   to  such   dividend
notwithstanding  that any Series A Share  owned by him is  converted  after such
record date and before the payment date of such dividend.  The registered holder
of any Common Share  resulting  from any  conversion  effected  pursuant to this
section 3 shall be entitled to rank equally with the  registered  holders of all
other Common Shares in respect of all dividends  declared  payable to holders of
Common Shares of record on or after the date of  conversion.  Except as provided
in clauses 3.5 and 3.7, no  adjustment  will be made on account of any  dividend
declared  or  accrued  prior to the date of  conversion,  on the Series A Shares
converted or the Common Shares resulting from any conversion.

3.8       Notice of  Certain Events

          If the  Corporation  intends to fix a record date for any Common Share
Reorganization  (other than a subdivision,  consolidation or  reclassification),
Rights Offering, Special Distribution or Capital Reorganization, the Corporation
shall,  not less than 21 days prior to such  record  date,  notify each Series A
Holder of such intention by written notice setting forth the particulars of such
Common Share  Reorganization,  Rights Offering,  Special Distribution or Capital
Reorganization  in reasonable  detail,  to the extent that such particulars have
been determined at the time of giving of the notice.

3.9       Avoidance of Fractional Shares

          In any case where a fraction of a Common  Shares  would  otherwise  be
issuable on conversion of one or more Series A Shares, the Corporation shall, at
its option,  either: (i) adjust

                                       21
<PAGE>

such  fractional  interest  by payment by cheque in an amount  equal to the then
current market value of such  fractional  interest;  or (ii) issue in respect of
such fraction a scrip certificate  transferable by delivery entitling the holder
thereof and of other  similar  certificates  aggregating  one full Common Share,
upon surrender of such certificates at such place as may be designated  therein,
to obtain  from the  Corporation  a full  Common  Share  and to  receive a share
certificate  therefor;  such cheques shall be payable to the holders  thereof in
lawful  money of the  United  States  of  America  at par at any  branch  of the
Corporation's bankers for the time being and such scrip certificates shall be in
such form and shall be subject to such terms and conditions as the directors may
determine  and shall  provide  that the holder  thereof  shall not  thereby be a
shareholder  and shall not be  entitled  to  receive  dividends  or to any other
rights of a  shareholder.  The  amount of any cash  adjustment  shall  equal the
Current Market Price of such fractional  interest.  When scrip  certificates are
issued such scrip certificates may contain,  without  limitation,  provisions to
the effect that,  after the  expiration of one year from their date of issuance,
the Corporation may sell or cause to be sold all the shares then  represented by
unsurrendered scrip certificates and the sole rights of the holders of the scrip
certificates  after the expiration of said period shall be, against surrender of
their scrip certificates,  to receive payment of their  proportionate  amount of
the net proceeds of such sale,  less taxes and costs of sale,  payable by cheque
in lawful  money of the  United  States of  America  at par at any branch of the
Corporation's   bankers  for  the  time  being.   If  a  cash  adjustment  or  a
proportionate amount of the net proceeds of a sale is to be paid pursuant to the
provisions  of this clause 3.9, the mailing by prepaid first class mail from the
Corporation's  registered office or any office of the registrar for

                                       22
<PAGE>


the Series A Shares to a Series A Holder who has exercised its right to convert,
at its last address as shown on the books of the Corporation, shall be deemed to
be  payment  of the  cash  adjustment  or the  proportionate  amount  of the net
proceeds of a sale, as the case may be, resulting from such fractional interest,
unless  the  cheque  is not paid  upon due  presentation.  Cash  adjustments  or
proportionate  amounts  that  are  represented  by a cheque  which  has not been
presented  to the  Corporation's  bankers for payment or that  otherwise  remain
unclaimed  for a period  of six  years  from the date on which  the same  became
payable shall be forfeited to the Corporation.

3.10      Postponement of Issuance of Shares upon Conversion

          In any case where the application of the foregoing  provisions results
in an increase of the Conversion Rate taking effect immediately after the record
date for a  specific  event,  if any Series A Shares  are  converted  after that
record date and prior to completion of the event,  the  Corporation may postpone
the issuance to the Series A Holder of the additional  Common Shares to which it
is entitled by reason of the increase of the Conversion Rate but such additional
Common  Shares shall be issued and  delivered to that holder upon  completion of
the  event and the  Corporation  shall  deliver  to the  holder  an  appropriate
instrument  evidencing its right to receive such additional Common Shares.

3.11      Reservation of Common Shares

          So long as any of the Series A Shares are  outstanding and entitled to
the right of  conversion  herein  provided,  the  Corporation  will at all times
reserve  and hold out of its  unissued  Common  Shares a  sufficient  number  of
unissued  Common Shares to enable all of the Series A Shares  outstanding  to be
converted  upon the basis and upon the terms and conditions  herein

                                       23
<PAGE>

provided in this section 3; provided that nothing  contained in this clause 3.11
shall affect or restrict  the right of the  Corporation  to issue Common  Shares
from time to time.

4.        Redemption

4.1       Optional and Mandatory Redemption

          The  Corporation,  upon giving  notice as  hereinafter  provided,  may
redeem all at any time and part from time to time of the then outstanding Series
A Shares,  and on June 30,  2007 the  Corporation  shall  redeem all of the then
outstanding  Series A Shares on payment  for each share to be redeemed of $14.55
together  in each  case  with an (i)  amount  equal to all  accrued  and  unpaid
cumulative  preferential  dividends thereon calculated to but excluding the date
fixed for  redemption and (ii) the Deferred  Dividend  Amount in respect of such
Series A Share, the whole constituting and herein referred to as the "Redemption
Price".

4.2       Partial Redemption

          If less than all the Series A Shares  are at any time to be  redeemed,
the shares to be redeemed  shall be  selected on a pro rata basis,  disregarding
fractions,  according  to the  number  of  Series A  Shares  held by each of the
registered  holders thereof.  If less than all of the Series A Shares are at any
time to be  redeemed  and a Series A Holder  has  duly  exercised  his  right to
convert into Common Shares all or any part of the number of Series A Shares held
by such  holder  which have been called for  redemption,  the number of Series A
Shares  held by such  Series A Holder to be  redeemed  shall be  reduced  by the
number  (but not  exceeding  the number of Series A Shares held by such Series A
Holder  called  for  redemption)  of Series A Shares in  respect  of which  such
registered holder has duly exercised its right to convert into Common

                                       24
<PAGE>

Shares.  If a part only of the Series A Shares  represented  by any  certificate
shall be redeemed,  a new  certificate  representing  the balance of such shares
shall be issued to the holder  thereof at the  expense of the  Corporation  upon
presentation and surrender of the first mentioned certificate.


4.3       Method of Redemption

4.3.1     In any case of redemption of Series A Shares,  the  Corporation  shall
not less than 30 days and not more than 60 days  before the date  specified  for
redemption send by prepaid first class mail or deliver to the registered address
of each  person  who at the date not more than  seven  days prior to the date of
mailing or delivery is a Series A Holder to be redeemed,  a notice in writing of
the intention of the Corporation to redeem the Series A Shares registered in the
name of such holder.  Accidental  failure or omission to give such notice to one
or more holders shall not affect the validity of such redemption,  but upon such
failure or omission  being  discovered  notice shall be given  forthwith to such
holder or  holders  and such  notice  shall have the same force and effect as if
given in due time.  Such notice shall set out the number of Series A Shares held
by the person to whom it is addressed  which are to be redeemed,  the Redemption
Price,  the date  specified for redemption and the place or places within Canada
at which  holders of Series A Shares may present and  surrender  such shares for
redemption. If the date specified for such redemption is a date on or after June
30, 2006, such notice shall also set forth the then  applicable  Conversion Rate
(as defined in section 3 hereof) and shall state that the right of the holder to
convert the shares so to be redeemed  will cease and  terminate  at the close of
business on the  business  day  immediately  preceding  the date  specified  for
redemption.

                                       25
<PAGE>

4.3.2     On and after the date so specified  for  redemption,  the  Corporation
shall pay or cause to be paid to or to the order of the  Series A Holders  to be
redeemed the Redemption  Price of such shares on  presentation  and surrender of
the certificate or certificates representing the Series A called for redemption,
at the registered  office of the Corporation or any other place or places within
Canada  specified  in the notice of  redemption.  Payment in respect of Series A
Shares being  redeemed  shall be made by cheque payable to the holder thereof in
lawful money of the United States of America at any branch of the  Corporation's
bankers for the time being.

4.3.3     From and after the date specified for redemption in any such notice of
redemption, the Series A Shares called for redemption shall cease to be entitled
to dividends or any other participation in the assets of the Corporation and the
holders  thereof  shall not be entitled to exercise any of their other rights as
shareholders in respect thereof unless payment of the Redemption Price shall not
be made upon  presentation  and surrender of the certificates in accordance with
the foregoing  provisions,  in which case the rights of the holders shall remain
unaffected.

4.3.4     The  Corporation  shall  have the  right  at any time on or after  the
mailing or  delivery  of notice of its  intention  to redeem  Series A Shares to
deposit the Redemption Price of the Series A Shares so called for redemption, or
of such of the Series A Shares which are represented by certificates  which 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 specified Canadian
chartered  bank named in such notice of redemption or in a subsequent  notice to
the

                                       26
<PAGE>

registered holders of the shares in respect of which the deposit is made, to
be paid without  interest to or to the order of the respective  Series A Holders
whose shares have been called for redemption, upon presentation and surrender to
such  chartered bank of the  certificates  representing  such shares.  Upon such
deposit  being made or upon the date  specified  for  redemption in such notice,
whichever is later,  the Series A Shares in respect of which such deposit  shall
have been made  shall be deemed  to have  been  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  their  proportion  (less any tax  required to be
deducted or withheld  therefrom)  of the amount so deposited  without  interest,
upon presentation and surrender of the certificate or certificates  representing
the Series A Shares being  redeemed.  Any  interest  allowed on any such deposit
shall belong to the Corporation.


4.3.5.1   Redemption  moneys that are represented by a cheque which has not been
presented  to the  Corporation's  bankers for payment or that  otherwise  remain
unclaimed (including moneys held on deposit in a special account as provided for
above) for a period of six years from the date specified for redemption shall be
forfeited to the Corporation.


5.        Purchase For Cancellation

          Subject  to the  provisions  of  section 5 hereof  and the  provisions
attaching to the Preferred  Shares as a class,  the  Corporation may at any time
and from  time to time  purchase  for  cancellation  all or any part of the then
outstanding  Series A Shares in the open market (including  purchases through or
from an  investment  dealer or a member of a  recognized  stock  exchange) or by
invitation  for tenders  addressed to all of the holders of Series A Shares then
outstanding, at

                                       27
<PAGE>

the lowest price or prices at which,  in the opinion of the board of  directors,
such shares are then  obtainable,  but not  exceeding a price per share equal to
the then  applicable  Redemption  Price.  If, in response to an  invitation  for
tenders  under  the  provisions  of this  section  5, more  Series A Shares  are
tendered at a price or prices acceptable to the Corporation than the Corporation
is prepared to purchase,  the Series A Shares to be purchased by the Corporation
shall be purchased from holders tendering at the same price, as nearly as may be
possible, pro rata according to the number of shares tendered by each holder who
submits a tender to the  Corporation,  provided that when shares are tendered at
different  prices,  the pro rating  shall be effected  only with  respect to the
shares  tendered  at the  price at which  more  shares  were  tendered  than the
Corporation is prepared to purchase after the  Corporation has purchased all the
shares tendered at lower prices.

6.  Restrictions On Dividends, Retirement And Issuance Of Shares

          While any Series A Shares are outstanding,  the Corporation shall not,
without  the  approval of the  holders of Series A Shares  given as  hereinafter
specified:

     (a)  call for redemption,  redeem, purchase, retire or acquire for value or
          distribute in respect of any Junior  Shares  (except to the extent and
          out  of  net  cash  proceeds   received  by  the  Corporation  from  a
          substantially concurrent issue of Junior Shares); or

     (b)  except pursuant to any purchase obligation,  sinking fund,  retraction
          privilege or mandatory  redemption  provisions attaching to any series
          of  Preferred  Shares,  call  for  redemption,   redeem,  purchase  or
          otherwise  retire for value any other shares  ranking as to capital or
          dividends  on a parity  with the  Series A Shares.

                                       28
<PAGE>

          While any Series A Shares are outstanding,  the Corporation shall not,
without  the  approval of the  holders of Series A Shares  given as  hereinafter
provided:

     (a)  declare,  set  aside  for  payment  or pay  any  dividends  on or make
          distributions  on or in  respect  of any  Junior  Shares  (other  than
          dividends consisting of Junior Shares);

     (b)  reserve, set aside, allot or issue any shares ranking as to capital or
          dividends  prior to or on a parity  with  the  Series A Shares  or any
          securities convertible into or exchangeable for such shares;

unless,  in each such case,  all  dividends  then payable on the Series A Shares
then  outstanding  accrued  up to and  including  the  dividends  payable on the
immediately  preceding  respective  date or dates for the  payment of  dividends
thereon  shall have been  declared  and paid or set apart for  payment or unless
such action has been approved by the Series A Holders.

7.        Liquidation, Dissolution or Winding-Up

          In the event of any  Liquidation  Distribution,  each  Series A Holder
shall be entitled to receive before any amount shall be paid by the  Corporation
or any assets of the Corporation  shall be distributed to registered  holders of
shares  ranking as to capital  junior to the Series A Shares in connection  with
the Liquidation  Distribution,  an amount equal to the greater of (a) the stated
capital per share of all Series A Shares held by such holder,  together with (i)
an amount equal to all accrued but unpaid cumulative dividends thereon plus (ii)
the Deferred Dividend Amount and (b) the distribution which such Series A Holder
would have been entitled to receive if the Series A Holder's Series A Shares had
been converted into Common Shares at the Conversion  Rate  immediately  prior to
the  Liquidation  Distribution.  After  payment  to the

                                       29
<PAGE>

Series A Holders of the amount so payable to them, they shall not be entitled to
share in any further distribution of assets of the Corporation.

8.        Voting Rights

8.1       The holders of Series A Shares shall be entitled to receive  notice of
and to attend all meetings of the  shareholders of the Corporation but shall not
be entitled (except as hereinafter specifically provided and except as otherwise
provided by the OBCA) to vote at any such meeting;  provided,  however, that the
holders of Series A Shares shall be entitled,  voting exclusively and separately
as a class, to elect one director of the Corporation.

8.2       A meeting of the  holders  of the  Series A Shares for the  purpose of
electing a director  may be held upon not less that 21 days'  written  notice to
the  holders  of the  Series A Shares  and such  meeting  shall be called by the
Secretary of the  Corporation  upon the written request of the holders of record
of at  least 10 per cent of the  issued  and  outstanding  Series A  Shares;  in
default of the calling of such meeting by the  Secretary  within five days after
the making of such  request,  such meeting may be called by any holder of record
of Series A Shares.

8.3       Any vacancy occurring in the director elected to represent the holders
of Series A Shares in accordance  with the foregoing  provisions of this section
may be filled by the board of directors of the Corporation  with the consent and
approval of the holders of record of a majority of the Series A Shares.  Whether
or not such  vacancy  is so filled by the board of  directors,  when there is no
director  in office who has been  elected to  represent  the holders of Series A
Shares the holders of record of at least ten per cent of the outstanding  Series
A Shares  shall have the right to require the  Secretary of the  Corporation  to
call a meeting of the  holders of Series A Shares for

                                      30
<PAGE>

the purpose of filling the vacancy or replacing the person  filling such vacancy
who has been  appointed by the board of directors and the provisions of the last
preceding section shall apply in respect of the calling of such meeting.

9.        Amendments To Series A Provisions

          These Series A Provisions may be repealed,  altered, modified, amended
or varied  only with the prior  approval  of the  holders of the Series A Shares
given in the  manner  provided  in section  10 hereof in  addition  to any other
approval  required  by the  OBCA or any  other  statutory  provision  of like or
similar effect applicable to the Corporation, from time to time in force.

10.       Consent And Approvals

10.1      The consent or approval  of the Series A Holders  with  respect to any
and all matters may be given by one or more instruments signed by the holders of
at least  two-thirds  of the  issued  and  outstanding  Series A Shares  or by a
resolution  passed by at least  two-thirds of the votes cast at a meeting of the
Series A Holders  duly  called for that  purpose and held upon at least 21 days'
notice,  at which the holders of a majority of the  outstanding  Series A Shares
are present or  represented  by proxy.  If at any such  meeting the holders of a
majority of the  outstanding  Series A Shares are not present or  represented by
proxy within  one-half hour after the time appointed for such meeting,  then the
meeting may be  adjourned  to such date being not less than 30 days later and to
such time and place as may be  appointed  by the chairman of the meeting and not
less than 21 days'  notice  shall be given of such  adjourned  meeting.  At such
adjourned  meeting the holders of the Series A Shares  present or represented by
proxy may transact the

                                      31
<PAGE>

business for which the meeting was originally called and the consent or approval
of the  holders of the Series A Shares with  respect  thereto may be given by at
least two-thirds of the votes cast at such adjourned meeting.

10.2      The formalities to be observed with respect to the giving of notice of
any such  meeting  and the  conduct  thereof  shall be those  from  time to time
prescribed  by the OBCA and the  by-laws  of the  Corporation  with  respect  to
meetings  of  shareholders.  10.3 On every poll  taken at every such  meeting or
adjourned meeting every Series A Holder shall be entitled to one vote in respect
of each Series A Share of which he is the registered holder.

11.       Notices

11.1      Any notice  required or  permitted  to be given to any Series A Holder
shall be sent by first class mail, postage prepaid,  or delivered to such holder
at his address as it appears on the records of the  Corporation or, in the event
of the  address  of any such  shareholder  not so  appearing,  to the last known
address of such  shareholder.  The  accidental  failure to give notice to one or
more of such shareholders  shall not affect the validity of any action requiring
the giving of notice by the Corporation.  Any notice given as aforesaid shall be
deemed to be given on the date upon which it is mailed or delivered.

11.2      If the directors of the Corporation  determine that mail service is or
is threatened to be interrupted at the time when the  Corporation is required or
elects to give any notice  hereunder,  or is  required to send any cheque or any
share  certificate  to any  Series A  Holder,

                                      32
<PAGE>

whether in  connection  with the  redemption or conversion of Series A Shares or
otherwise, the Corporation may, notwithstanding the provisions hereof:

     (a)  give  such  notice  by  publication  thereof  once in a daily  English
          language newspaper of national  circulation and once in a daily French
          language  newspaper  published  in Montreal  and such notice  shall be
          deemed  to have  been  validly  given on the day next  succeeding  its
          publication in all of such cities; or

     (b)  fulfill the requirement to send such cheque or such share  certificate
          by arranging  for the delivery  thereof to such holder by the transfer
          agent for the Series A Shares at its principal offices located nearest
          to the  head  office  of  the  Corporation,  and  such  cheque  and/or
          certificate  shall be  deemed  to have  been sent on the date on which
          notice of such  arrangement  shall have been given as  provided in (a)
          above,  provided  that  as soon as the  directors  of the  Corporation
          determine that mail service is no longer  interrupted or threatened to
          be interrupted  such cheque or share  certificate,  if not theretofore
          delivered to such holder, shall be sent by mail as herein provided.



                                      33
<PAGE>


<TABLE>
  <C>                                             <C>

  5.  The amendment has been duly authorized      La    modification   a   ete   dument
      as required by Sections 168 & 170           autorisce  conformement  eux articles
      (as applicable) of the Business             168 et 170  (selon  le cas) de la Loi
      Corporations Act.                           sur les societes per actions.




  6.  The resolution authorizing the amendment    Las actionnaires ou les administrateurs
      was approved by the shareholders/           (selon le cas) de la societe approuve
      directors (as applicable) of the            la resolution autorisent la
      corporation on                              modificacion le



                                      2000/06/12
  -------------------------------------------------------------------------------------
                                  (Year, Month, Day)
                                  (annes, mois, jour)

  These articles are signed in duplicate.         Les presents statuts sont signes, en
                                                  double exemlarg.


                                                  WORLD HEART CORPORATION
                                         ---------------------------------------
                                                   (Name of Corporation)
                                            (Denomination sociale de la societe)

                                         By: /s/ Ian W. Malone     Secretary/CFO
                                            ------------------------------------
                                            (Signature)  (Description of Office)
                                            (Signatura)       (Fonction)
</TABLE>