Filed by Automated Filing Services Inc. (604) 609-0244 - Park Place Energy Inc. - Exhibit 10.27






AMALGAMATION AGREEMENT 

This Amalgamation Agreement dated July 30, 2007. 

AMONG: 


  
    
      
        PARK PLACE ENERGY INC., a company continued
          under the BCBCA (as defined below) 

        (“Park Place”) 

      

    

  



AND 


  
    
      
        0794403 B.C. LTD., a company incorporated under
          the BCBCA

         (“Subco”) 

      

    

  



AND 


  
    
      
        PARK PLACE ENERGY CORP. (formerly ST Online
          Corp.), a company incorporated under the laws of the State of Nevada
        

        (“ST”) 

      

    

  



WHEREAS: 

A.                         Park
Place, Subco and ST have entered into a Business Combination Agreement (as
defined below) pursuant to which the business and assets of Park Place will be
combined with those of ST; 

B.                        
The authorized share capital of Park Place consists of an unlimited number of
common shares without par value and an unlimited number of preferred shares
without par value, issuable in series, of which, 17,991,244 Park Place Shares
are issued and outstanding as at the date hereof as fully paid and
non-assessable and no preferred shares are issued and outstanding as at the date
hereof; 

C.                         The
authorized share capital of Subco consists of an unlimited number of common
shares without par value, of which one (1) Subco Share (as defined below) is
issued and outstanding at the date hereof as fully paid and non-assessable, and
is held by ST; 

D.                         The
authorized share capital of ST consists of 1,200,000,000 common shares with a
par value of $0.00001 per share, of which 61,447,800 common shares are issued
and outstanding at the date hereof as fully paid and non-assessable; 

E.                        
ST shall issue to each registered holder of Park Place Shares one-half (1⁄2) a ST
Share (as defined below) for each Park Place Share held; 




- 2 - 

F.                         Subco
and Park Place, acting under the authority contained in the BCBCA, have agreed
to amalgamate upon the terms and conditions hereinafter set out as of the date
shown on the Certificate of Amalgamation (as defined below); 

G.                         Each
of the Amalgamating Corporations have made a full disclosure to the other of all
of its respective assets and liabilities and each Amalgamating Corporation is
solvent; 

H.                         It
is desirable that the Amalgamation (as defined below) should be effected. 

NOW THEREFORE in consideration of the mutual covenants and
agreements contained herein and other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged) the parties agree as
follows:

1.                        
Interpretation 

                           
In this Agreement, including the recitals: 

(a)             
“Agreement” means this amalgamation agreement, its recitals and schedules, and
any amendment made to this Agreement; 

(b)             
“Amalco” means the corporation resulting from the Amalgamation and
continuing the corporate existence of the Amalgamating Corporations (as defined
below) under the name “Park Place Energy Inc.”; 

(c)             
“Amalco Shareholder” means a registered holder of Amalco Shares, from
time to time, and “Amalco Shareholders” means all of such holders; 

(d)             
“Amalco Shares” means the common shares in the capital of Amalco;

(e)             
“Amalgamating Corporation” means each of Subco and Park Place and “Amalgamating
Corporations” means both of them; 

(f)             
“Amalgamation” means the amalgamation of the Amalgamating Corporations pursuant
to the provisions of the BCBCA in the manner contemplated in and pursuant to
this Agreement; 

(g)             
“Amalgamation Application” means the amalgamation application giving effect to
the Amalgamation to be filed with the Registrar appointed under the BCBCA
pursuant to this Agreement; 

(h)             
“BCBCA” means the Business Corporations Act (British Columbia), S.B.C. 2002,
c57, as amended; 

(i)             
“Business Combination” means the series of transactions, as detailed in the
Business Combination Agreement, through which the businesses of ST and Park
Place will be combined, including the Amalgamation; 




- 3 - 

(j)             
“Business Combination Agreement” means the business combination
agreement dated June 10, 2007 among Park Place, Subco and ST; 

(k)             
“Certificate of Amalgamation” means the certificate of amalgamation to be issued
by the Registrar of Companies pursuant to Section 281 of the BCBCA;

(l)             
“Effective Date” means the date the Amalgamation Application is filed
with the Registrar of Companies (British Columbia); 

(m)             
“Park Place Shareholder” means a registered holder of Park Place Shares, from
time to time, and “Park Place Shareholders” means all of such holders; 

(n)             
“Park Place Shares” means the common shares in the capital of Park
Place;

(o)             
“Parties” means Park Place, Subco, ST and any other Person who may
become a party to this Agreement; 

(p)             
“Person” means a natural person, partnership, limited liability
partnership, corporation, joint stock company, trust, unincorporated
association, joint venture or other entity, and pronouns have a similarly
extended meaning; 

(q)             
“Subco Shares” means the common shares in the capital of Subco; 

(r)             
“ST Shares” means the common shares in the capital of ST subsequent to the
subdivision of such shares on a 12:1 basis; 

(s)             
“ST Shareholder” means a registered holder of ST Shares, from time to time, and
“ST Shareholders” means all of such holders; and 

(t)             
“Transfer Agent” means Pacific Stock Transfer Company. 

2.                          
Paramountcy 

                             
In the event of any conflict between the provisions of this Agreement
and the provisions of the Business Combination Agreement, the provisions of the
Business Combination Agreement shall prevail. 

3.                          
Agreement to Amalgamate 

                             
Each of the Parties hereby agrees to the Amalgamation such that the
Amalgamating Corporations shall continue as one corporation under the BCBCA, on
the terms and conditions set out in this Agreement. 

4.                          
Name of Amalco 

                             
The name of Amalco shall be Park Place Energy Inc. 




- 4 - 

5.                          
Amalgamation Application and Articles of Amalgamated Company 

                             
  The form of the Amalgamation Application and of the Articles of the
  Amalgamated Company will, subject to repeal, amendment, alteration or addition
  under the Act, be in the forms set out in Schedules A and B attached hereto
  respectively. 

6.                          
Business and Powers

                             
There shall be no restrictions on the business that Amalco may carry on
or on the powers that Amalco may exercise. 

7.                          
Registered and Records Office 

                             
The mailing and delivery address of the registered and records offices
of the Amalco will be at PO Box 11117, 1500 Royal Centre, 1055 West Georgia
Street, Vancouver, B.C., V6E 4N7 unless otherwise determined. 

8.                          
Authorized Capital 

                             
The authorized capital of Amalco shall be an unlimited number of common
shares. 

9.                          
Number of Directors 

                             
The number of directors of the Amalco, until amended in accordance with
the articles of Amalco, will be one (1). The first director of the Amalco is as
follows: 

	 	Name 	Residence 
	 	  	  
	 	David Stadnyk 	#1220-666 Burrard Street 
	 	  	Vancouver, BC V6C 2X8 


                             
The director noted above will hold office until he ceases to hold
office as specified in the BCBCA or in the Articles of Amalco. 

                             
The director will carry on and continue the management and operation of
Amalco in such manner as they determine, subject to and in accordance with the
Articles of Amalco and the provisions of BCBCA. 

10.                         Appointment
of Officers 

                             
  The following persons will hold the office set opposite their names
  and will carry out their respective duties until relieved from such office by
  the directors of Amalco or until they sooner cease to hold such office: 

	 	Name 	Position 
	 	David Stadnyk 	President & CEO 






- 5 - 

11.                         Amalgamation
Events 

                             
Upon the issuance of a Certificate of Amalgamation by the Registrar of
Companies pursuant to BCBCA, the issued and unissued shares of the Amalgamating
Corporations will be cancelled or exchanged for shares of Amalco as follows:


(a)             
all of the unissued shares of each of the Amalgamating Corporations
will be cancelled; 

(b)             
holders of outstanding Park Place Shares shall receive one-half (1⁄2) of
a ST Share for each Park Place Share held; 

(c)             
each outstanding Subco Share will be exchanged for one (1) Amalco
Share; 

(d)             
as consideration for the issuance of ST Shares to effect the Business
Combination, Amalco will issue to ST one (1) Amalco Share for each ST Share so
issued; 

(e)             
all of the property and assets of each of Park Place and Subco will
become the property and assets of Amalco and Amalco will be liable for all of
the liabilities and obligations of each of Park Place and Subco; and 

(f)             
Amalco will be a wholly-owned subsidiary of ST. 

12.                         Share
Certificates of Subco 

                   
            After
  the Amalgamation becomes effective, the shareholder of Subco will surrender
  their Share Certificates for cancellation and will receive certificates for
  shares of Amalco on the basis set forth in paragraph 11(c) above. 

13.                         Delivery
of Park Place Shares Following Amalgamation 

             
               
As soon as practicable following the completion of the Amalgamation, ST
shall cause the Transfer Agent to send to each Park Place Shareholder, upon
receipt of physical share certificates evidencing their respective Park Place
Shares, where applicable, by ordinary first class mail, certificates evidencing
the ST Shares to which such holder shall have become entitled in accordance with
paragraph 11(b) hereof. 

14.                         Fractional
Shares 

               
             
No fractional ST Shares will be issued or delivered to any Park Place
Shareholder otherwise entitled thereto, if any. Instead, the number of ST Shares
issued to each exchanging holder of ST Shares will be rounded down to the
nearest whole number. 

15.                         Stated
Capital 

                             
The stated capital account in the records of Amalco for Amalco Shares
shall be equal to the stated capital attributed to the shares of the
Amalgamating Corporations. 




- 6 - 

16.                        
Adoption of Agreement 

17.                        
This Agreement shall be subject to the condition that it be approved by
each of the Amalgamating Corporations in the manner required by Section 271(1)
or 271(6) of the BCBCA. 

18.                        
Amendment 

19.                        
Following the adoption of this Agreement by the shareholders of each of
the Amalgamating Corporations, the Amalgamating Corporations may, as authorized
by resolution of their respective board of directors, make any alteration or
modification of this Agreement and every alteration and modification so effected
will be binding on the parties. 

20.                        
Filing of Amalgamation Application 

                             
Following the approval of this Agreement by the shareholders of the
Amalgamating Corporations in accordance with the BCBCA and with the terms of the
Business Combination Agreement, and subject to the satisfaction or waiver of all
conditions precedent set forth in the Business Combination Agreement, the
Amalgamation Application will be submitted for filing with the Registrar of
Companies in the form in paragraph 5;

21.                        
Effect of Amalgamation 

                
            
Upon the Effective Date: 

(a)             
the Amalgamating Corporations are amalgamated and continue as Amalco as
contemplated by this Agreement; 

(b)             
Amalco possesses all the property, rights, privileges and franchises
and is subject to all liabilities, including civil, criminal and quasi criminal,
and all contracts, disabilities and debts of each of the Amalgamating
Corporations; 

(c)             
a conviction against, or ruling, order or judgment in favour or against
an Amalgamating Corporation may be enforced by or against Amalco; and 

(d)             
Amalco shall be deemed to be the party plaintiff or the party
defendant, as the case may be, in any civil action commenced by or against an
Amalgamating Corporation before the Effective Date. 

22.                        
Termination 

                  
          
This Agreement may be terminated by the board of directors of each of
the Amalgamating Corporations, notwithstanding the approval of this Agreement by
the shareholders of the Amalgamating Corporations, at any time prior to the
issuance of the Certificate of Amalgamation and following the termination of the
Business Combination Agreement, without, except as provided in the Business
Combination Agreement, any recourse by any Party hereto or any of their
shareholders or other Persons. 




- 7 - 

23.                        
Governing Law 

             
               
This Agreement shall be governed by, and construed in accordance with,
the laws of the Province of British Columbia and the federal laws of Canada
applicable therein. Each Party hereby irrevocably attorns to the jurisdiction of
the courts of the Province of British Columbia in respect of all matters arising
under or in relation to this Agreement. 

24.                        
Further Assurances 

                      
       Each of the Parties agrees
to execute and deliver such further instruments and to do such further
reasonable acts and things as may be necessary or appropriate to carry out the
intent of this Agreement. 

25.                        
Time of the Essence 

                       
      Time shall be of the essence of
this Agreement. 

26.                         
Counterparts 

                     
        This Agreement may
be signed in counterparts (including counterparts by facsimile), and all such
signed counterparts, when taken together, shall constitute one and the same
agreement, effective on this date. 

IN WITNESS WHEREOF the Parties have executed this Agreement.


	 	PARK PLACE ENERGY INC. 
	 	  	  
	 	By: 	“David Stadnyk” 
	 	 	Name: David Stadnyk  
	 	 	Title: President & CEO  
	 	  	  
	 	PARK PLACE ENERGY CORP. 
	 	  	  
	 	By: 	“Scott Pedersen” 
	 	 	Name: Scott Pedersen  
	 	  	Title: President 
	 	  	  
	 	0794403 B.C. LTD. 
	 	  	  
	 	By: 	“Scott Pedersen” 
	 	 	Name: Scott Pedersen  
	 	  	Title: Director 







- 8 - 

 

SCHEDULE A 

AMALGAMATION APPLICATION 



 

		Ministry of Finance 

      Corporate and Personal 

      Property Registries 

      www.fin.gov.bc.ca/registries 	AMALGAMATION APPLICATION 

      

      FORM 13 – BC COMPANY 

      Section 275 Business Corporations Act 




	Telephone: 250 356 – 8626 	  
	  	  
	  	Freedom of Information and Protection of Privacy
      Act (FIPPA) 
	DO NOT MAIL THIS FORM to the Corporate and
      Personal Property Registries unless you are instructed to do so
      by registry staff. The Regulation under the Business Corporations
      Act requires the electronic version of this form to be
      filed on the Internet at www.corporateonline.gov.bc.ca 	The
      personal information requested on this form is made available to the  
      public under the authority of the Business Corporations Act. Questions
      about   how the FIPPA applies to this personal information can
      be directed to the   Administrative Assistant of the Corporate and
      Personal Property Registries   at 250 356-1198, PO Box 9431 Stn Prov
      Govt, Victoria BC V8W 9V3. 
	  




	A. 	 NAME OF COMPANY – Choose one
        of the following:





	[   ] 	The name _____________________ is the name reserved
      for the amalgamated company. 
	  	The name reservation number is: _________________,
      OR 
	  	 
	[   ] 	The company is to be amalgamated with a name created
      by adding “B.C. Ltd.” after the incorporation number, OR
    
	  	 
	  	The amalgamated company is to adopt, as its name,
      the name of one of the amalgamating companies. 
	  	 
	[X]	           The name
      of the amalgamating company being adopted is: 
	  	            Park
      Place Energy Inc. 
	  	           The incorporation
      number of that company is: C0796508 




	 Please
        note: If you want the name of an amalgamating corporation that is a foreign
        corporation, you must obtain a name approval before completing
        this amalgamation application. 





	B. 	 AMALGAMATION STATEMENT – Please indicate
        the statement applicable to the amalgamation.





	  	 With Court Approval:
      

	[   ] 	 This amalgamation has been approved
        by the court and a copy of the entered court order approving the amalgamation
        has been obtained and has been deposited in the records office of each
        of the amalgamating companies. 

	  	  

	  	 OR 

	  	  

	  	 Without Court Approval:
      

	[X] 	 This amalgamation has been effected without court approval.
        A copy of all of the required affidavits under section 277(1) have been
        obtained and the affidavit obtained from each amalgamating company has
        been deposited in that company’s records office. 





	C. 	 AMALGAMATION EFFECTIVE DATE – Choose
        one of the following:





	[X]	 The amalgamation is to take
        effect at the time that this application is filed with the registrar.
      

	  	  

	[   ] 	 The amalgamation is to take
        effect at 12:01 a.m. Pacific Time on _______________________ being a date
        that is not more than ten days after the date of the filing of this application.
      

	  	  

	[   ] 	 The amalgamation is to take
        effect at ____________  [ ] a.m. or [ ] p.m. Pacific Time on ____________________
        being a date and time that is not more than ten days after the date of
        the filing of this application. 






  	Rev. 2005/3/4 1770384.1 	  
	FORM 13 – Leitch Systems Design Inc. – Approved
        July 4, 2005 	Page 1 
	Adapted and reprinted with permission of the Province of
        British Columbia – © 2004 	  










	D.
    	 AMALGAMATING
        CORPORATIONS

	 	 
		 Enter the name of each amalgamating corporation below.
        For each company, enter the incorporation number.

		 If the amalgamating corporation is a foreign corporation,
        enter the foreign corporation’s jurisdiction and if registered in
        BC as an extraprovincial company, enter the extraprovincial company’s
        registration number. Attach an additional sheet if more space is required.





	 	BC INCORPORATION NUMBER, OR 	FOREIGN 
	NAME OF AMALGAMATING CORPORATION 	EXTRAPROVINCIAL REGISTRATION 	CORPORATION’S 
	 	NUMBER IN BC 	JURISDICTION 
	 	  	  
	1. Park Place Energy
      Inc. 	   C0796508 	  
	 	  	  
	 	  	  
	2. 0794403 B.C. Ltd.
    	   BC0794403 	  




	E. 	 FORMALITIES TO AMALGAMATION

	 	 	 
		If any amalgamating corporation is a foreign corporation,
      section 275 (1)(b) requires an authorization for the amalgamation from the
      foreign corporation’s jurisdiction to be filed.
	 	 	 
		[   ] 	 This is to confirm that each authorization for the amalgamation
        required under section 275(1)(b) is being submitted for filing concurrently
        with this application.

	 	 	 
	 	 	 
	F. 	 CERTIFIED CORRECT – I have read
        this form and found it to be correct.

	 	 	 
		 This form must be signed by an authorized
        signing authority for each of the amalgamating companies as set out in
        Item D.





	NAME OF AUTHORIZED SIGNING AUTHORITY FOR 	SIGNATURE OF AUTHORIZED SIGNING AUTHORITY 	DATE SIGNED 
	THE AMALGAMATING CORPORATION 	FOR THE AMALGAMATING CORPORATION 	       (YYYY / MM / DD) 
	  	  	  
	1. David
      Stadnyk – Park Place Energy Inc. 	X 	  
	NAME OF AUTHORIZED SIGNING AUTHORITY FOR 	SIGNATURE OF AUTHORIZED SIGNING AUTHORITY 	DATE SIGNED 
	THE AMALGAMATING CORPORATION 	FOR THE AMALGAMATING CORPORATION 	       (YYYY / MM / DD) 
	  	  	  
	2. Scott
      Pedersen – 0794403 B.C. Ltd. 	X 	  
	NAME OF AUTHORIZED SIGNING AUTHORITY FOR 	SIGNATURE OF AUTHORIZED SIGNING AUTHORITY 	DATE SIGNED 
	THE AMALGAMATING CORPORATION 	FOR THE AMALGAMATING CORPORATION 	       (YYYY / MM / DD) 
	  	  	  
	3. 	X 	  
	NAME OF AUTHORIZED SIGNING AUTHORITY FOR 	SIGNATURE OF AUTHORIZED SIGNING AUTHORITY 	DATE SIGNED 
	THE AMALGAMATING CORPORATION 	FOR THE AMALGAMATING CORPORATION 	       (YYYY / MM / DD) 
	  	  	  
	4. 	X 	  
	NAME OF AUTHORIZED SIGNING AUTHORITY FOR 	SIGNATURE OF AUTHORIZED SIGNING AUTHORITY 	DATE SIGNED 
	THE AMALGAMATING CORPORATION 	FOR THE AMALGAMATING CORPORATION 	       (YYYY / MM / DD) 
	  	  	  
	5. 	X 	  





  	Rev. 2005/3/4 1770384.1 	  
	FORM 13 – Leitch Systems Design Inc. – Approved
        July 4, 2005 	Page 2 
	Adapted and reprinted with permission of the Province of
        British Columbia – © 2004 	  









NOTICE OF ARTICLES 

	A.
    	 NAME OF COMPANY

	 	 
		 Set out the
        name of the company as set out in Item A of the Amalgamation Application.
        

        Park Place Energy Inc.

	 	 
	B. 	 TRANSLATION OF COMPANY NAME

	 	 
		 Set out every translation of the company name that the
        company intends to use outside of Canada.

	 	 
	 	 
	C. 	 DIRECTOR NAME(S) AND ADDRESS(ES)

	 	 
		 Set out the full name, delivery address and mailing
        address (if different) of every director of the company. The director
        may select to provide either (a) the delivery address and, if different,
        the mailing address for the office at which the individual can usually
        be served with records between 9:00 a.m. and 4 p.m. on business days or
        (b) the delivery address and, if different, the mailing address of the
        individual’s residence. The delivery address must not be a post office
        box. Attach an additional sheet if more space is required.






  	LAST NAME       
        FIRST NAME        MIDDLE NAME 	DELIVERY ADDRESS INCLUDING 	MAILING ADDRESS INCLUDING 
	 	PROVINCE/STATE,
        COUNTRY AND POSTAL/ZIP CODE 	PROVINCE/STATE, COUNTRY AND POSTAL/ZIP CODE 
	 	Suite 1220, 666 Burrard Street 	Suite 1220, 666 Burrard Street 
	Stadnyk,
        David 	Vancouver, BC V6C
        2X8 	Vancouver, BC V6C 2X8 







  	D. REGISTERED OFFICE ADDRESSES 
	DELIVERY ADDRESS OF THE COMPANY’S REGISTERED OFFICE
        (INCLUDING BC and POSTAL CODE) 
	1500 Royal Centre,
        1055 West Georgia Street P.O. Box 11117, Vancouver, BC V6E 4N7 
	MAILING ADDRESS OF THE COMPANY’S REGISTERED OFFICE (INCLUDING
        BC and POSTAL CODE) 
	1500 Royal Centre,
        1055 West Georgia Street P.O. Box 11117, Vancouver, BC V6E 4N7 
	E. RECORDS OFFICE ADDRESSES 
	DELIVERY ADDRESS OF THE COMPANY’S RECORDS OFFICE (INCLUDING
        BC and POSTAL CODE) 
	1500 Royal Centre,
        1055 West Georgia Street P.O. Box 11117, Vancouver, BC V6E 4N7 
	 
	MAILING ADDRESS OF THE COMPANY’S RECORDS OFFICE (INCLUDING
        BC and POSTAL CODE) 
	1500 Royal Centre,
        1055 West Georgia Street P.O. Box 11117, Vancouver, BC V6E 4N7 
	 
	F. AUTHORIZED
        SHARE STRUCTURE 







  	
 
 
 
 
 

        Identifying name of class 

        or series of shares 
	Maximum number of 

        shares of this class or 

        series of shares that the 

        company is authorized to 

        issue, or indicate there is 

        no maximum number	
 
 
 

        Kind of shares of this class 

        or series of shares 
	

        Are there special rights or 

        restrictions attached to 

        the shares of this class or 

        series of shares? 
	MAXIMUM NUMBER OF 

        SHARES AUTHORIZED OR 

        NO MAXIMUM NUMBER 	

        PAR VALUE OR WITHOUT 

        PAR VALUE 
	TYPE OF CURRENCY 	YES/NO 
	

        Common 	

        Unlimited 	

        Without 	

        n/a 	

        No 







  	Rev. 2005/3/4 	  
	FORM 13 – Leitch Systems Design Inc. – Approved
        July 4, 2005 	NOA Page 1 
	Adapted and reprinted with permission of the Province of
        British Columbia – © 2004 	  









- 9 - 

 

SCHEDULE B 

ARTICLES 




BUSINESS CORPORATIONS ACT 

ARTICLES 

of 

PARK PLACE ENERGY INC. 

TABLE OF CONTENTS 

	PART 1 INTERPRETATION 	1 
	PART 2 SHARES AND SHARE CERTIFICATES 	2 
	PART 3 ISSUE OF SHARES 	3 
	PART 4 SHARE REGISTERS 	4 
	PART 5 SHARE TRANSFERS 	5 
	PART 6 TRANSMISSION OF SHARES 	6 
	PART 7 PURCHASE OF SHARES 	7 
	PART 8 BORROWING POWERS 	7 
	PART 9 ALTERATIONS 	8 
	PART 10 MEETINGS OF SHAREHOLDERS 	9 
	PART 11 PROCEEDINGS AT MEETINGS OF SHAREHOLDERS
      	11 
	PART 12 VOTES OF SHAREHOLDERS 	15 
	PART 13 DIRECTORS 	20 
	PART 14 ELECTION AND REMOVAL OF DIRECTORS 	21 
	PART 15 ALTERNATE DIRECTORS 	24 
	PART 16 POWERS AND DUTIES OF DIRECTORS 	26 
	PART 17 DISCLOSURE OF INTEREST OF DIRECTORS 	26 
	PART 18 PROCEEDINGS OF DIRECTORS 	28 
	PART 19 EXECUTIVE AND OTHER COMMITTEES 	30 
	PART 20 OFFICERS 	32 
	PART 21 INDEMNIFICATION 	33 
	PART 22 DIVIDENDS 	34 
	PART 23 DOCUMENTS, RECORDS AND REPORTS 	36 
	PART 24 NOTICES 	36 
	PART 25 SEAL 	38 
	PART 26 PROHIBITIONS 	39 







Number BC0798491 

BUSINESS CORPORATIONS ACT 

ARTICLES 

of 

PARK PLACE ENERGY INC. 

(the “Company”) 

PART 1 

INTERPRETATION 

Definitions 

1.1              
  In these Articles, unless the context otherwise requires: 

(a)        “board of
  directors”, “directors” and “board”
  mean the directors or sole director of the Company for the time being; 

(b)        “Business
  Corporations Act” means the Business Corporations Act (British
  Columbia) from time to time in force and all amendments thereto and includes
  all regulations and amendments thereto made pursuant to that Act; 

(c)        “legal personal
  representative” means the personal or other legal representative of
  the shareholder; 

(d)        “registered
  address” of a shareholder means the shareholder’s address as recorded
  in the central securities register; 

(e)        “seal”
  means the seal of the Company, if any. 

Business Corporations Act and Interpretation
  Act Definitions Applicable 

1.2              
  The definitions in the Business Corporations Act and the definitions and rules
  of construction in the Interpretation Act, with the necessary changes, so far
  as applicable, and unless the context requires otherwise, apply to these Articles
  as if they were an enactment. If there is a conflict between a definition in
  the Business Corporations Act and a definition or rule in the Interpretation
  Act relating to a term used in these Articles, the definition in the Business
  Corporations Act will prevail in relation to the use of the term in these Articles.
  If there is a conflict between these Articles and the Business Corporations
  Act, the Business Corporations Act will prevail. 




- 2 - 

PART 2 

SHARES AND SHARE CERTIFICATES 

Authorized Share Structure 

2.1              
  The authorized share structure of the Company consists of shares of the class
  or classes and series, if any, described in the Notice of Articles of the Company.


Form of Share Certificate 

2.2              
  Each share certificate issued by the Company must comply with, and be signed
  as required by, the Business Corporations Act. 

Shareholder Entitled to Certificate or Acknowledgment 

2.3              
  Each shareholder is entitled, without charge, to (a) one share certificate representing
  the shares of each class or series of shares registered in the shareholder’s
  name or (b) a non-transferable written acknowledgment of the shareholder’s
  right to obtain such a share certificate, provided that in respect of a share
  held jointly by several persons, the Company is not bound to issue more than
  one share certificate and delivery of a share certificate for a share to one
  of several joint shareholders or to one of the shareholders’ duly authorized
  agents will be sufficient delivery to all. 

Delivery by Mail 

2.4              
  Any share certificate or non-transferable written acknowledgment of a shareholder’s
  right to obtain a share certificate may be sent to the shareholder by mail at
  the shareholder’s registered address and neither the Company nor any director,
  officer or agent of the Company is liable for any loss to the shareholder because
  the share certificate or acknowledgement is lost in the mail or stolen. 

Replacement of Worn Out or Defaced Certificate or Acknowledgement
  

2.5              
  If the directors are satisfied that a share certificate or a non-transferable
  written acknowledgment of the shareholder’s right to obtain a share certificate
  is worn out or defaced, they must, on production to them of the share certificate
  or acknowledgment, as the case may be, and on such other terms, if any, as they
  think fit: 

(a)        order the share certificate
  or acknowledgment, as the case may be, to be cancelled; and 

(b)        issue a replacement
  share certificate or acknowledgment, as the case may be. 

Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment
  

2.6              
  If a share certificate or a non-transferable written acknowledgment of a shareholder’s
  right to obtain a share certificate is lost, stolen or destroyed, a replacement
  share 




- 3 - 

certificate or acknowledgment, as the case may be, must be issued
  to the person entitled to that share certificate or acknowledgment, as the case
  may be, if the directors receive: 

(a)        proof satisfactory
  to them that the share certificate or acknowledgment is lost, stolen or destroyed;
  and 

(b)        any indemnity the
  directors consider adequate. 

Splitting Share Certificates 

2.7              
  If a shareholder surrenders a share certificate to the Company with a written
  request that the Company issue in the shareholder’s name two or more share
  certificates, each representing a specified number of shares and in the aggregate
  representing the same number of shares as the share certificate so surrendered,
  the Company must cancel the surrendered share certificate and issue replacement
  share certificates in accordance with that request. 

Certificate Fee 

2.8              
  There must be paid to the Company, in relation to the issue of any share certificate
  under §2.5, §2.6 or §2.7, the amount, if any and which must not
  exceed the amount prescribed under the Business Corporations Act, determined
  by the directors. 

Recognition of Trusts 

2.9              
  Except as required by law or statute or these Articles, no person will be recognized
  by the Company as holding any share upon any trust, and the Company is not bound
  by or compelled in any way to recognize (even when having notice thereof) any
  equitable, contingent, future or partial interest in any share or fraction of
  a share or (except as by law or statute or these Articles provided or as ordered
  by a court of competent jurisdiction) any other rights in respect of any share
  except an absolute right to the entirety thereof in the shareholder. 

PART 3 

ISSUE OF SHARES 

Directors Authorized 

3.1              
  Subject to the Business Corporations Act and the rights of the holders of issued
  shares of the Company, the Company may issue, allot, sell or otherwise dispose
  of the unissued shares, and issued shares held by the Company, at the times,
  to the persons, including directors, in the manner, on the terms and conditions
  and for the issue prices (including any premium at which shares with par value
  may be issued) that the directors may determine. The issue price for a share
  with par value must be equal to or greater than the par value of the share.





- 4 - 

Commissions and Discounts 

3.2              
  The Company may at any time pay a reasonable commission or allow a reasonable
  discount to any person in consideration of that person purchasing or agreeing
  to purchase shares of the Company from the Company or any other person or procuring
  or agreeing to procure purchasers for shares of the Company. 

Brokerage 

3.3              
  The Company may pay such brokerage fee or other consideration as may be lawful
  for or in connection with the sale or placement of its securities. 

Conditions of Issue 

3.4                     
  Except as provided for by the Business Corporations Act, no share may be issued
  until it is fully paid. A share is fully paid when: 

(a) consideration is provided to the
  Company for the issue of the share by one or more of the following: 

(i)        past services performed
  for the Company;

(ii)       property; 

(iii)     
  money; and 

(b)        the value of the consideration
  received by the Company equals or exceeds the issue price set for the share
  under §3.1. 

Share Purchase Warrants and Rights 

3.5              
  Subject to the Business Corporations Act, the Company may issue share purchase
  warrants, options and rights upon such terms and conditions as the directors
  determine, which share purchase warrants, options and rights may be issued alone
  or in conjunction with debentures, debenture stock, bonds, shares or any other
  securities issued or created by the Company from time to time. 

PART 4 

SHARE REGISTERS 

Central Securities Register 

4.1              
  As required by and subject to the Business Corporations Act, the Company must
  maintain in British Columbia a central securities register. The directors may,
  subject to the Business Corporations Act, appoint an agent to maintain the central
  securities register. The directors may also appoint one or more agents, including
  the agent which keeps the central securities register, as transfer agent for
  its shares or any class or series of its shares, as the case 




- 5 - 

may be, and the same or another agent as registrar for its shares
  or such class or series of its shares, as the case may be. The directors may
  terminate such appointment of any agent at any time and may appoint another
  agent in its place. 

PART 5 

SHARE TRANSFERS 

Registering Transfers 

5.1                     
  A transfer of a share of the Company must not be registered unless: 

(a)        a duly signed instrument
  of transfer in respect of the share has been received by the Company; 

(b)        if a share certificate
  has been issued by the Company in respect of the share to be transferred, that
  share certificate has been surrendered to the Company; and 

(c)        if a non-transferable
  written acknowledgment of the shareholder’s right to obtain a share certificate
  has been issued by the Company in respect of the share to be transferred, that
  acknowledgment has been surrendered to the Company. 

Form of Instrument of Transfer 

5.2              
  The instrument of transfer in respect of any share of the Company must be either
  in the form, if any, on the back of the Company’s share certificates or
  in any other form that may be approved by the directors from time to time. 

Transferor Remains Shareholder 

5.3              
  Except to the extent that the Business Corporations Act otherwise provides,
  the transferor of shares is deemed to remain the holder of the shares until
  the name of the transferee is entered in a securities register of the Company
  in respect of the transfer. 

Signing of Instrument of Transfer 

5.4              
  If a shareholder, or his or her duly authorized attorney, signs an instrument
  of transfer in respect of shares registered in the name of the shareholder,
  the signed instrument of transfer constitutes a complete and sufficient authority
  to the Company and its directors, officers and agents to register the number
  of shares specified in the instrument of transfer or specified in any other
  manner, or, if no number is specified, all the shares represented by the share
  certificates or set out in the written acknowledgments deposited with the instrument
  of transfer: 

(a)        in the name of the
  person named as transferee in that instrument of transfer; or 




- 6 - 

(b)        if no person is named
  as transferee in that instrument of transfer, in the name of the person on whose
  behalf the instrument is deposited for the purpose of having the transfer registered.


Enquiry as to Title Not Required 

5.5              
  Neither the Company nor any director, officer or agent of the Company is bound
  to inquire into the title of the person named in the instrument of transfer
  as transferee or, if no person is named as transferee in the instrument of transfer,
  of the person on whose behalf the instrument is deposited for the purpose of
  having the transfer registered or is liable for any claim related to registering
  the transfer by the shareholder or by any intermediate owner or holder of the
  shares, of any interest in the shares, of any share certificate representing
  such shares or of any written acknowledgment of a right to obtain a share certificate
  for such shares. 

Transfer Fee 

5.6              
  There must be paid to the Company, in relation to the registration of any transfer,
  the amount, if any, determined by the directors. 

PART 6 

TRANSMISSION OF SHARES 

Legal Personal Representative Recognized on Death 

6.1              
  In case of the death of a shareholder, the legal personal representative, or
  if the shareholder was a joint holder, the surviving joint holder, will be the
  only person recognized by the Company as having any title to the shareholder’s
  interest in the shares. Before recognizing a person as a legal personal representative,
  the directors may require proof of appointment by a court of competent jurisdiction,
  a grant of letters probate, letters of administration or such other evidence
  or documents as the directors consider appropriate. 

Rights of Legal Personal Representative 

6.2              
  The legal personal representative has the same rights, privileges and obligations
  that attach to the shares held by the shareholder, including the right to transfer
  the shares in accordance with these Articles, provided the documents required
  by the Business Corporations Act and the directors have been deposited with
  the Company. 




- 7 - 

PART 7 

PURCHASE OF SHARES 

Company Authorized to Purchase Shares 

7.1              
  Subject to §7.2, the special rights and restrictions attached to the shares
  of any class or series and the Business Corporations Act, the Company may, if
  authorized by the directors, purchase or otherwise acquire any of its shares
  at the price and upon the terms specified in such resolution. 

Purchase When Insolvent 

7.2              
  The Company must not make a payment or provide any other consideration to purchase
  or otherwise acquire any of its shares if there are reasonable grounds for believing
  that: 

(a)        the Company is insolvent;
  or 

(b)        making the payment
  or providing the consideration would render the Company insolvent. 

Sale and Voting of Purchased Shares 

7.3              
  If the Company retains a share redeemed, purchased or otherwise acquired by
  it, the Company may sell, gift or otherwise dispose of the share, but, while
  such share is held by the Company, it: 

(a)        is not entitled to
  vote the share at a meeting of its shareholders; 

(b)        must not pay a dividend
  in respect of the share; and 

(c)        must not make any
  other distribution in respect of the share. 

PART 8 

BORROWING POWERS 

8.1              
  The Company, if authorized by the directors, may: 

(a)        borrow money in the
  manner and amount, on the security, from the sources and on the terms and conditions
  that they consider appropriate; 

(b)        issue bonds, debentures
  and other debt obligations either outright or as security for any liability
  or obligation of the Company or any other person and at such discounts or premiums
  and on such other terms as they consider appropriate; 

(c)        guarantee the repayment
  of money by any other person or the performance of any obligation of any other
  person; and 




- 8 - 

(d)        mortgage, charge,
  whether by way of specific or floating charge, grant a security interest in,
  or give other security on, the whole or any part of the present and future assets
  and undertaking of the Company. 

PART 9 

ALTERATIONS 

Alteration of Authorized Share Structure 

9.1              
  Subject to §9.2 and the Business Corporations Act, the Company may by special
  resolution: 

(a)              
  create one or more classes or series of shares or, if none of the shares of
  a class or series of shares are allotted or issued, eliminate that class or
  series of shares; 

(b) increase, reduce or eliminate the
  maximum number of shares that the Company is authorized to issue out of any
  class or series of shares or establish a maximum number of shares that the Company
  is authorized to issue out of any class or series of shares for which no maximum
  is established; 

(c)        subdivide or consolidate
  all or any of its unissued, or fully paid issued, shares; 

(d)        if the Company is
  authorized to issue shares of a class of shares with par value: 

(i)        decrease the par value
  of those shares; or 

(ii)       if none of the shares of
  that class of shares are allotted or issued, increase the par value of those
  shares; 

(e)        change all or any
  of its unissued, or fully paid issued, shares with par value into shares without
  par value or any of its unissued shares without par value into shares with par
  value; 

(f)        alter the identifying
  name of any of its shares; or 

(g)        otherwise alter its
  shares or authorized share structure when required or permitted to do so by
  the Business Corporations Act. 

Special Rights and Restrictions 

9.2              
  Subject to the Business Corporations Act, the Company may by special resolution:


(a)        create special rights
  or restrictions for, and attach those special rights or restrictions to, the
  shares of any class or series of shares, whether or not any or all of those
  shares have been issued; or 




- 9 - 

(b)        vary or delete any
  special rights or restrictions attached to the shares of any class or series
  of shares, whether or not any or all of those shares have been issued. 

Change of Name 

9.3              
  The Company may by special resolution authorize an alteration of its Notice
  of Articles in order to change its name or adopt or change any translation of
  that name. 

Other Alterations 

9.4              
  If the Business Corporations Act does not specify the type of resolution and
  these Articles do not specify another type of resolution, the Company may by
  special resolution alter these Articles. 

PART 10 

MEETINGS OF SHAREHOLDERS 

Annual General Meetings 

10.1              
  Unless an annual general meeting is deferred or waived in accordance with the
  Business Corporations Act, the Company must hold its first annual general meeting
  within 18 months after the date on which it was incorporated or otherwise recognized,
  and after that must hold an annual general meeting at least once in each calendar
  year and not more than 15 months after the last annual reference date at such
  time and place as may be determined by the directors. 

Resolution Instead of Annual General Meeting 

10.2              
  If all the shareholders who are entitled to vote at an annual general meeting
  consent by a unanimous resolution under the Business Corporations Act to all
  of the business that is required to be transacted at that annual general meeting,
  the annual general meeting is deemed to have been held on the date of the unanimous
  resolution. The shareholders must, in any unanimous resolution passed under
  this §10.2, select as the Company’s annual reference date a date that
  would be appropriate for the holding of the applicable annual general meeting.


Calling of Meetings of Shareholders 

10.3              
  The directors may, whenever they think fit, call a meeting of shareholders.


Notice for Meetings of Shareholders 

10.4              
  The Company must send notice of the date, time and location of any meeting of
  shareholders, in the manner provided in these Articles, or in such other manner,
  if any, as may be prescribed by ordinary resolution (whether previous notice
  of the resolution has been given or not), to each shareholder entitled to attend
  the meeting, to each director and to the auditor of the Company, unless these
  Articles otherwise provide, at least the following number of days before the
  meeting: 




- 10 - 

(a)        if and for so long
  as the Company is a public company, 21 days; 

(b)        otherwise, 10 days.


Record Date for Notice 

10.5              
  The directors may set a date as the record date for the purpose of determining
  shareholders entitled to notice of any meeting of shareholders. The record date
  must not precede the date on which the meeting is to be held by more than two
  months or, in the case of a general meeting requisitioned by shareholders under
  the Business Corporations Act, by more than four months. The record date must
  not precede the date on which the meeting is held by fewer than: 

(a)        if and for so long
  as the Company is a public company, 21 days; 

(b)        otherwise, 10 days.


If no record date is set, the record date is 5 p.m. on the day
  immediately preceding the first date on which the notice is sent or, if no notice
  is sent, the beginning of the meeting. 

Record Date for Voting 

10.6              
  The directors may set a date as the record date for the purpose of determining
  shareholders entitled to vote at any meeting of shareholders. The record date
  must not precede the date on which the meeting is to be held by more than two
  months or, in the case of a general meeting requisitioned by shareholders under
  the Business Corporations Act, by more than four months. If no record date is
  set, the record date is 5 p.m. on the day immediately preceding the first date
  on which the notice is sent or, if no notice is sent, the beginning of the meeting.


Failure to Give Notice and Waiver of Notice 

10.7              
  The accidental omission to send notice of any meeting to, or the non-receipt
  of any notice by, any of the persons entitled to notice does not invalidate
  any proceedings at that meeting. Any person entitled to notice of a meeting
  of shareholders may, in writing or otherwise, waive or reduce the period of
  notice of such meeting. 

Notice of Special Business at Meetings of Shareholders 

10.8              
  If a meeting of shareholders is to consider special business within the meaning
  of §11.1, the notice of meeting must: 

(a)        state the general
  nature of the special business; and 

(b)        if the special business
  includes considering, approving, ratifying, adopting or authorizing any document
  or the signing of or giving of effect to any document, have attached to it a
  copy of the document or state that a copy of the document will be available
  for inspection by shareholders: 




- 11 - 

(i)        at the Company’s
  records office, or at such other reasonably accessible location in British Columbia
  as is specified in the notice; and 

(ii)       during statutory business
  hours on any one or more specified days before the day set for the holding of
  the meeting. 

PART 11 

PROCEEDINGS AT MEETINGS OF SHAREHOLDERS 

Special Business 

11.1              
  At a meeting of shareholders, the following business is special business: 

(a)        at a meeting of shareholders
  that is not an annual general meeting, all business is special business except
  business relating to the conduct of or voting at the meeting; 

(b)        at an annual general
  meeting, all business is special business except for the following: 

(i)        business relating
  to the conduct of or voting at the meeting; 

(ii)       consideration of any
  financial statements of the Company presented to the meeting; 

(iii)      consideration of any reports
  of the directors or auditor; 

(iv)       the setting or changing
  of the number of directors; 

(v)        the election or appointment
  of directors; 

(vi)       the appointment of
  an auditor; 

(vii)     
  the setting of the remuneration of an auditor; 

(viii)     business arising out of a report
  of the directors not requiring the passing of a special resolution or an exceptional
  resolution; 

(ix)       any other business
  which, under these Articles or the Business Corporations Act, may be transacted
  at a meeting of shareholders without prior notice of the business being given
  to the shareholders. 

Special Majority 

11.2              
  The majority of votes required for the Company to pass a special resolution
  at a meeting of shareholders is two-thirds of the votes cast on the resolution.





- 12 - 

Quorum 

11.3              
  Subject to the special rights and restrictions attached to the shares of any
  class or series of shares, the quorum for the transaction of business at a meeting
  of shareholders is two persons who are, or who represent by proxy, shareholders
  who, in the aggregate, hold at least 5% of the issued shares entitled to be
  voted at the meeting. 

One Shareholder May Constitute Quorum 

11.4              
  If there is only one shareholder entitled to vote at a meeting of shareholders:


(a)        the quorum is one
  person who is, or who represents by proxy, that shareholder, and 

(b)        that shareholder,
  present in person or by proxy, may constitute the meeting. 

Other Persons May Attend 

11.5              
  The directors, the president (if any), the secretary (if any), the assistant
  secretary (if any), any lawyer for the Company, the auditor of the Company and
  any other persons invited by the directors are entitled to attend any meeting
  of shareholders, but if any of those persons does attend a meeting of shareholders,
  that person is not to be counted in the quorum and is not entitled to vote at
  the meeting unless that person is a shareholder or proxy holder entitled to
  vote at the meeting. 

Requirement of Quorum 

11.6              
  No business, other than the election of a chair of the meeting and the adjournment
  of the meeting, may be transacted at any meeting of shareholders unless a quorum
  of shareholders entitled to vote is present at the commencement of the meeting,
  but such quorum need not be present throughout the meeting. 

Lack of Quorum 

11.7              
  If, within one-half hour from the time set for the holding of a meeting of shareholders,
  a quorum is not present: 

(a)        in the case of a general
  meeting requisitioned by shareholders, the meeting is dissolved, and 

(b)        in the case of any
  other meeting of shareholders, the meeting stands adjourned to the same day
  in the next week at the same time and place. 




- 13 - 

Lack of Quorum at Succeeding Meeting 

11.8              
  If, at the meeting to which the meeting referred to in §11.7(b) was adjourned,
  a quorum is not present within one-half hour from the time set for the holding
  of the meeting, the person or persons present and being, or representing by
  proxy, one or more shareholders entitled to attend and vote at the meeting constitute
  a quorum. 

Chair 

11.9              
  The following individual is entitled to preside as chair at a meeting of shareholders:


(a)        the chair of the board,
  if any; or 

(b)        if the chair of the
  board is absent or unwilling to act as chair of the meeting, the chief executive
  officer, if any; or 

(c)        if the chair of the
  board and the chief executive officer are absent or unwilling to act as chair
  of the meeting, the president, if any. 

Notwithstanding the foregoing, with the
  consent of the meeting, which consent may be expressed by the failure to object
  of any person present and entitled to vote, the lawyer for the Company may act
  as chair of the meeting. 

Selection of Alternate Chair 

11.10              
  In the event that the chair of the meeting is not selected pursuant to §11.9
  and if at any meeting of shareholders, there is no chair of the board or president
  present within 15 minutes after the time set for holding the meeting, or if
  the chair of the board and the president are unwilling to act as chair of the
  meeting, or if the chair of the board and the president have advised the secretary,
  if any, or any director present at the meeting, that they will not be present
  at the meeting, the directors present must choose one of their number to be
  chair of the meeting or if all of the directors present decline to take the
  chair or fail to so choose or if no director is present, the shareholders entitled
  to vote at the meeting who are present in person or by proxy may choose any
  person present at the meeting to chair the meeting. 

Adjournments 

11.11              
  The chair of a meeting of shareholders may, and if so directed by the meeting
  must, adjourn the meeting from time to time and from place to place, but no
  business may be transacted at any adjourned meeting other than the business
  left unfinished at the meeting from which the adjournment took place. 

Notice of Adjourned Meeting 

11.12              
  It is not necessary to give any notice of an adjourned meeting or of the business
  to be transacted at an adjourned meeting of shareholders except that, when a
  meeting is adjourned 




- 14 - 

for 30 days or more, notice of the adjourned meeting must be
  given as in the case of the original meeting. 

Decisions by Show of Hands or Poll 

11.13              
  Subject to the Business Corporations Act, every motion put to a vote at a meeting
  of shareholders will be decided on a show of hands unless a poll, before or
  on the declaration of the result of the vote by show of hands, is directed by
  the chair or demanded by at least one shareholder entitled to vote who is present
  in person or by proxy. 

Declaration of Result 

11.14              
  The chair of a meeting of shareholders must declare to the meeting the decision
  on every question in accordance with the result of the show of hands or the
  poll, as the case may be, and that decision must be entered in the minutes of
  the meeting. A declaration of the chair that a resolution is carried by the
  necessary majority or is defeated is, unless a poll is directed by the chair
  or demanded under §11.13, conclusive evidence without proof of the number
  or proportion of the votes recorded in favour of or against the resolution.


Motion Need Not be Seconded 

11.15              
  No motion proposed at a meeting of shareholders need be seconded unless the
  chair of the meeting rules otherwise, and the chair of any meeting of shareholders
  is entitled to propose or second a motion. 

Casting Vote 

11.16              
  In case of an equality of votes, the chair of a meeting of shareholders does
  not, either on a show of hands or on a poll, have a second or casting vote in
  addition to the vote or votes to which the chair may be entitled as a shareholder.


Manner of Taking Poll 

11.17              
  Subject to §11.18, if a poll is duly demanded at a meeting of shareholders:


(a)        the poll must be taken:


(i)        at the meeting, or
  within seven days after the date of the meeting, as the chair of the meeting
  directs; and 

(ii)       in the manner, at the time
  and at the place that the chair of the meeting directs; 

(b)        the result of the
  poll is deemed to be the decision of the meeting at which the poll is demanded;
  and 

(c)        the demand for the
  poll may be withdrawn by the person who demanded it. 




- 15 - 

Demand for Poll on Adjournment 

11.18              
  A poll demanded at a meeting of shareholders on a question of adjournment must
  be taken immediately at the meeting. 

Chair Must Resolve Dispute 

11.19              
  In the case of any dispute as to the admission or rejection of a vote given
  on a poll, the chair of the meeting must determine the dispute, and his or her
  determination made in good faith is final and conclusive. 

Casting of Votes 

11.20              
  On a poll, a shareholder entitled to more than one vote need not cast all the
  votes in the same way. 

Demand for Poll 

11.21              
  No poll may be demanded in respect of the vote by which a chair of a meeting
  of shareholders is elected. 

Demand for Poll Not to Prevent Continuance of Meeting 

11.22              
  The demand for a poll at a meeting of shareholders does not, unless the chair
  of the meeting so rules, prevent the continuation of a meeting for the transaction
  of any business other than the question on which a poll has been demanded. 

Retention of Ballots and Proxies 

11.23              
  The Company must, for at least three months after a meeting of shareholders,
  keep each ballot cast on a poll and each proxy voted at the meeting, and, during
  that period, make them available for inspection during normal business hours
  by any shareholder or proxyholder entitled to vote at the meeting. At the end
  of such three month period, the Company may destroy such ballots and proxies.


PART 12 

VOTES OF SHAREHOLDERS 

Number of Votes by Shareholder or by Shares 

12.1              
  Subject to any special rights or restrictions attached to any shares and to
  the restrictions imposed on joint shareholders under §12.3: 

(a)        on a vote by show
  of hands, every person present who is a shareholder or proxy holder and entitled
  to vote on the matter has one vote; and 




- 16 - 

(b)        on a poll, every shareholder
  entitled to vote on the matter has one vote in respect of each share entitled
  to be voted on the matter and held by that shareholder and may exercise that
  vote either in person or by proxy. 

Votes of Persons in Representative Capacity 

12.2              
  A person who is not a shareholder may vote at a meeting of shareholders, whether
  on a show of hands or on a poll, and may appoint a proxy holder to act at the
  meeting, if, before doing so, the person satisfies the chair of the meeting,
  or the directors, that the person is a legal personal representative or a trustee
  in bankruptcy for a shareholder who is entitled to vote at the meeting. 

Votes by Joint Holders 

12.3              
  If there are joint shareholders registered in respect of any share: 

(a)        any one of the joint
  shareholders may vote at any meeting, either personally or by proxy, in respect
  of the share as if that joint shareholder were solely entitled to it; or 

(b)        if more than one of
  the joint shareholders is present at any meeting, personally or by proxy, and
  more than one of them votes in respect of that share, then only the vote of
  the joint shareholder present whose name stands first on the central securities
  register in respect of the share will be counted. 

Legal Personal Representatives as Joint Shareholders 

12.4              
  Two or more legal personal representatives of a shareholder in whose sole name
  any share is registered are, for the purposes of §12.3, deemed to be joint
  shareholders. 

Representative of a Corporate Shareholder 

12.5              
  If a corporation, that is not a subsidiary of the Company, is a shareholder,
  that corporation may appoint a person to act as its representative at any meeting
  of shareholders of the Company, and: 

(a)        for that purpose,
  the instrument appointing a representative must: 

(i)        be received at the
  registered office of the Company or at any other place specified, in the notice
  calling the meeting, for the receipt of proxies, at least the number of business
  days specified in the notice for the receipt of proxies, or if no number of
  days is specified, two business days before the day set for the holding of the
  meeting; or 

(ii)       be provided, at the
  meeting, to the chair of the meeting or to a person designated by the chair
  of the meeting; 

(b)        if a representative
  is appointed under this §12.5: 




- 17 - 

(i)        the representative
  is entitled to exercise in respect of and at that meeting the same rights on
  behalf of the corporation that the representative represents as that corporation
  could exercise if it were a shareholder who is an individual, including, without
  limitation, the right to appoint a proxy holder; and 

(ii)       the representative,
  if present at the meeting, is to be counted for the purpose of forming a quorum
  and is deemed to be a shareholder present in person at the meeting. 

Evidence of the appointment of any such representative may be
  sent to the Company by written instrument, fax or any other method of transmitting
  legibly recorded messages. 

Proxy Provisions Do Not Apply to All Companies 

12.6              
  If and for so long as the Company is a public company or a pre-existing reporting
  company which has the Statutory Reporting Company Provisions as part of its
  Articles or to which the Statutory Reporting Company Provisions apply, §12.7
  to §12.15 apply only insofar as they are not inconsistent with any securities
  legislation in any province or territory of Canada or in the federal jurisdiction
  of the United States or in any states of the United States that is applicable
  to the Company and insofar as they are not inconsistent with the regulations
  and rules made and promulgated under that legislation and all administrative
  policy statements, blanket orders and rulings, notices and other administrative
  directions issued by securities commissions or similar authorities appointed
  under that legislation. 

Appointment of Proxy Holders 

12.7              
  Every shareholder of the Company, including a corporation that is a shareholder
  but not a subsidiary of the Company, entitled to vote at a meeting of shareholders
  of the Company may, by proxy, appoint one or more (but not more than five) proxy
  holders to attend and act at the meeting in the manner, to the extent and with
  the powers conferred by the proxy. 

Alternate Proxy Holders 

12.8              
  A shareholder may appoint one or more alternate proxy holders to act in the
  place of an absent proxy holder. 

When Proxy Holder Need Not Be Shareholder 

12.9              
  A person must not be appointed as a proxy holder unless the person is a shareholder,
  although a person who is not a shareholder may be appointed as a proxy holder
  if: 

(a)        the person appointing
  the proxy holder is a corporation or a representative of a corporation appointed
  under §12.5; 

(b)        the Company has at
  the time of the meeting for which the proxy holder is to be appointed only one
  shareholder entitled to vote at the meeting; or 




- 18 - 

(c)        the shareholders present
  in person or by proxy at and entitled to vote at the meeting for which the proxy
  holder is to be appointed, by a resolution on which the proxy holder is not
  entitled to vote but in respect of which the proxy holder is to be counted in
  the quorum, permit the proxy holder to attend and vote at the meeting. 

Deposit of Proxy 

12.10                     
  A proxy for a meeting of shareholders must: 

(a)        be received at the
  registered office of the Company or at any other place specified, in the notice
  calling the meeting, for the receipt of proxies, at least the number of business
  days specified in the notice, or if no number of days is specified, two business
  days before the day set for the holding of the meeting; or 

(b)        unless the notice
  provides otherwise, be provided, at the meeting, to the chair of the meeting
  or to a person designated by the chair of the meeting. 

A proxy may be sent to the Company by written instrument, fax
  or any other method of transmitting legibly recorded messages. 

Validity of Proxy Vote 

12.11              
  A vote given in accordance with the terms of a proxy is valid notwithstanding
  the death or incapacity of the shareholder giving the proxy and despite the
  revocation of the proxy or the revocation of the authority under which the proxy
  is given, unless notice in writing of that death, incapacity or revocation is
  received: 

(a)        at the registered
  office of the Company, at any time up to and including the last business day
  before the day set for the holding of the meeting at which the proxy is to be
  used; or 

(b)        by the chair of the
  meeting, before the vote is taken. 

Form of Proxy 

12.12              
  A proxy, whether for a specified meeting or otherwise, must be either in the
  following form or in any other form approved by the directors or the chair of
  the meeting: 

[name of company]

  (the “Company”) 

The undersigned, being a shareholder
  of the Company, hereby appoints [name] or, failing that person, [name], as proxy
  holder for the undersigned to attend, act and vote for and on behalf of the
  undersigned at the meeting of shareholders of the Company to be held on [month,
  day, year] and at any adjournment of that meeting. 




- 19 - 

Number of shares in respect of which
  this proxy is given (if no number is specified, then this proxy if given in
  respect of all shares registered in the name of the shareholder): _____________________



Signed [month, day, year] 

____________________________________________

  [Signature of shareholder] 

____________________________________________

  [Name of shareholder—printed] 

Revocation of Proxy 

12.13              
  Subject to §12.14, every proxy may be revoked by an instrument in writing
  that is: 

(a)        received at the registered
  office of the Company at any time up to and including the last business day
  before the day set for the holding of the meeting at which the proxy is to be
  used; or 

(b)        provided, at the meeting,
  to the chair of the meeting. 

Revocation of Proxy Must Be Signed 

12.14              
  An instrument referred to in §12.13 must be signed as follows: 

(a)        if the shareholder
  for whom the proxy holder is appointed is an individual, the instrument must
  be signed by the shareholder or his or her legal personal representative or
  trustee in bankruptcy; 

(b)        if the shareholder
  for whom the proxy holder is appointed is a corporation, the instrument must
  be signed by the corporation or by a representative appointed for the corporation
  under §12.5. 

Production of Evidence of Authority to Vote 

12.15              
  The chair of any meeting of shareholders may, but need not, inquire into the
  authority of any person to vote at the meeting and may, but need not, demand
  from that person production of evidence as to the existence of the authority
  to vote. 




- 20 - 

PART 13 

DIRECTORS 

First Directors; Number of Directors 

13.1              
  The first directors are the persons designated as directors of the Company in
  the Notice of Articles that applies to the Company when it is recognized under
  the Business Corporations Act. The number of directors, excluding additional
  directors appointed under §14.8, is set at: 

(a)        subject to §(b)
  and §(c), the number of directors that is equal to the number of the Company’s
  first directors; 

(b)        if the Company is
  a public company, the greater of three and the most recently set of:

(i)        the number of directors
  set by ordinary resolution (whether or not previous notice of the resolution
  was given); and

(ii)       the number of directors
  set under §14.4; 

(c)        if the Company is
  not a public company, the most recently set of:

(i)        the number of directors
  set by ordinary resolution (whether or not previous notice of the resolution
  was given); and

(ii)       the number of directors
  set under §14.4. 

Change in Number of Directors 

13.2              
  If the number of directors is set under §13.1(b)(i) or §13.1(c)(i):


(a)        the shareholders may
  elect or appoint the directors needed to fill any vacancies in the board of
  directors up to that number; 

(b)        if the shareholders
  do not elect or appoint the directors needed to fill any vacancies in the board
  of directors up to that number contemporaneously with the setting of that number,
  then the directors may appoint, or the shareholders may elect or appoint, directors
  to fill those vacancies. 

Directors’ Acts Valid Despite Vacancy 

13.3              
  An act or proceeding of the directors is not invalid merely because fewer than
  the number of directors set or otherwise required under these Articles is in
  office. 




- 21 - 

Qualifications of Directors 

13.4              
  A director is not required to hold a share in the capital of the Company as
  qualification for his or her office but must be qualified as required by the
  Business Corporations Act to become, act or continue to act as a director. 

Remuneration of Directors 

13.5              
  The directors are entitled to the remuneration for acting as directors, if any,
  as the directors may from time to time determine. If the directors so decide,
  the remuneration of the directors, if any, will be determined by the shareholders.
  That remuneration may be in addition to any salary or other remuneration paid
  to any officer or employee of the Company as such, who is also a director.

Reimbursement of Expenses of Directors 

13.6              
  The Company must reimburse each director for the reasonable expenses that he
  or she may incur in and about the business of the Company.

Special Remuneration for Directors 

13.7              
  If any director performs any professional or other services for the Company
  that in the opinion of the directors are outside the ordinary duties of a director,
  or if any director is otherwise specially occupied in or about the Company’s
  business, he or she may be paid remuneration fixed by the directors, or, at
  the option of that director, fixed by ordinary resolution, and such remuneration
  may be either in addition to, or in substitution for, any other remuneration
  that he or she may be entitled to receive.

Gratuity, Pension or Allowance on Retirement of Director 

13.8              
  Unless otherwise determined by ordinary resolution, the directors on behalf
  of the Company may pay a gratuity or pension or allowance on retirement to any
  director who has held any salaried office or place of profit with the Company
  or to his or her spouse or dependants and may make contributions to any fund
  and pay premiums for the purchase or provision of any such gratuity, pension
  or allowance. 

PART 14 

ELECTION AND REMOVAL OF DIRECTORS 

Election at Annual General Meeting 

14.1              
  At every annual general meeting and in every unanimous resolution contemplated
  by §10.2: 




- 22 - 

(a)        the shareholders entitled
  to vote at the annual general meeting for the election of directors must elect,
  or in the unanimous resolution appoint, a board of directors consisting of the
  number of directors for the time being set under these Articles; and 

(b)        all the directors
  cease to hold office immediately before the election or appointment of directors
  under §(a), but are eligible for re-election or re-appointment. 

Consent to be a Director 

14.2              
  No election, appointment or designation of an individual as a director is valid
  unless: 

(a)        that individual consents
  to be a director in the manner provided for in the Business Corporations Act;

(b)        that individual is
  elected or appointed at a meeting at which the individual is present and the
  individual does not refuse, at the meeting, to be a director; or 

(c)        with respect to first
  directors, the designation is otherwise valid under the Business Corporations
  Act. 

Failure to Elect or Appoint Directors 

14.3              
  If:

(a)        the Company fails
  to hold an annual general meeting, and all the shareholders who are entitled
  to vote at an annual general meeting fail to pass the unanimous resolution contemplated
  by §10.2, on or before the date by which the annual general meeting is
  required to be held under the Business Corporations Act; or

(b)        the shareholders fail,
  at the annual general meeting or in the unanimous resolution contemplated by
  §10.2, to elect or appoint any directors; 

then each director then in office continues to hold office until
  the earlier of: 

(c)        the date on which
  his or her successor is elected or appointed; and 

(d)        the date on which
  he or she otherwise ceases to hold office under the Business Corporations Act
  or these Articles. 

Places of Retiring Directors Not Filled 

14.4              
  If, at any meeting of shareholders at which there should be an election of directors,
  the places of any of the retiring directors are not filled by that election,
  those retiring directors who are not re-elected and who are asked by the newly
  elected directors to continue in office will, if willing to do so, continue
  in office to complete the number of directors for the time being set pursuant
  to these Articles until further new directors are elected at a meeting of shareholders
  convened for that purpose. If any such election or continuance of directors
  does not 




- 23 - 

result in the election or continuance of the number of directors
  for the time being set pursuant to these Articles, the number of directors of
  the Company is deemed to be set at the number of directors actually elected
  or continued in office. 

Directors May Fill Casual Vacancies 

14.5              
  Any casual vacancy occurring in the board of directors may be filled by the
  directors. 

Remaining Directors Power to Act 

14.6              
  The directors may act notwithstanding any vacancy in the board of directors,
  but if the Company has fewer directors in office than the number set pursuant
  to these Articles as the quorum of directors, the directors may only act for
  the purpose of appointing directors up to that number or of summoning a meeting
  of shareholders for the purpose of filling any vacancies on the board of directors
  or, subject to the Business Corporations Act, for any other purpose. 

Shareholders May Fill Vacancies 

14.7              
  If the Company has no directors or fewer directors in office than the number
  set pursuant to these Articles as the quorum of directors, the shareholders
  may elect or appoint directors to fill any vacancies on the board of directors.


Additional Directors 

14.8              
  Notwithstanding §13.1 and §13.2, between annual general meetings or
  unanimous resolutions contemplated by §10.2, the directors may appoint
  one or more additional directors, but the number of additional directors appointed
  under this §14.8 must not at any time exceed: 

(a)        one-third of the number
  of first directors, if, at the time of the appointments, one or more of the
  first directors have not yet completed their first term of office; or 

(b)        in any other case,
  one-third of the number of the current directors who were elected or appointed
  as directors other than under this §14.8. 

Any director so appointed ceases to hold office immediately before
  the next election or appointment of directors under §14.1(a), but is eligible
  for re-election or re-appointment. 

Ceasing to be a Director 

14.9              
  A director ceases to be a director when: 

(a)        the term of office
  of the director expires;

(b)        the director dies;


(c)        the director resigns
  as a director by notice in writing provided to the Company or a lawyer for the
  Company; or 




- 24 - 

(d)        the director is removed
  from office pursuant to §14.10 or §14.11. 

Removal of Director by Shareholders 

14.10              
  The Company may remove any director before the expiration of his or her term
  of office by special resolution. In that event, the shareholders may elect,
  or appoint by ordinary resolution, a director to fill the resulting vacancy.
  If the shareholders do not elect or appoint a director to fill the resulting
  vacancy contemporaneously with the removal, then the directors may appoint or
  the shareholders may elect, or appoint by ordinary resolution, a director to
  fill that vacancy.

Removal of Director by Directors 

14.11              
  The directors may remove any director before the expiration of his or her term
  of office if the director is convicted of an indictable offence, or if the director
  ceases to be qualified to act as a director of a company and does not promptly
  resign, and the directors may appoint a director to fill the resulting vacancy.


PART 15 

ALTERNATE DIRECTORS 

Appointment of Alternate Director 

15.1              
  Any director (an “appointor”) may by notice in writing received by
  the Company appoint any person (an “appointee”) who is qualified to
  act as a director to be his or her alternate to act in his or her place at meetings
  of the directors or committees of the directors at which the appointor is not
  present unless (in the case of an appointee who is not a director) the directors
  have reasonably disapproved the appointment of such person as an alternate director
  and have given notice to that effect to his or her appointor within a reasonable
  time after the notice of appointment is received by the Company.

Notice of Meetings 

15.2              
  Every alternate director so appointed is entitled to notice of meetings of the
  directors and of committees of the directors of which his or her appointor is
  a member and to attend and vote as a director at any such meetings at which
  his or her appointor is not present.

Alternate for More Than One Director Attending Meetings 

15.3              
  A person may be appointed as an alternate director by more than one director,
  and an alternate director: 

(a)        will be counted in
  determining the quorum for a meeting of directors once for each of his or her
  appointors and, in the case of an appointee who is also a director, once more
  in that capacity; 




- 25 - 

(b)        has a separate vote
  at a meeting of directors for each of his or her appointors and, in the case
  of an appointee who is also a director, an additional vote in that capacity;


(c)        will be counted in
  determining the quorum for a meeting of a committee of directors once for each
  of his or her appointors who is a member of that committee and, in the case
  of an appointee who is also a member of that committee as a director, once more
  in that capacity; 

(d)        has a separate vote
  at a meeting of a committee of directors for each of his or her appointors who
  is a member of that committee and, in the case of an appointee who is also a
  member of that committee as a director, an additional vote in that capacity.


Consent Resolutions 

15.4              
  Every alternate director, if authorized by the notice appointing him or her,
  may sign in place of his or her appointor any resolutions to be consented to
  in writing.

Alternate Director Not an Agent 

15.5              
  Every alternate director is deemed not to be the agent of his or her appointor.


Revocation of Appointment of Alternate Director 

15.6              
  An appointor may at any time, by notice in writing received by the Company,
  revoke the appointment of an alternate director appointed by him or her.

Ceasing to be an Alternate Director 

15.7               
  The appointment of an alternate director ceases when: 

(a)        his or her appointor
  ceases to be a director and is not promptly re-elected or reappointed; 

(b)        the alternate director
  dies; 

(c)        the alternate director
  resigns as an alternate director by notice in writing provided to the Company
  or a lawyer for the Company; 

(d)        the alternate director
  ceases to be qualified to act as a director; or 

(e)        his or her appointor
  revokes the appointment of the alternate director. 

Remuneration and Expenses of Alternate Director 

15.8              
  The Company may reimburse an alternate director for the reasonable expenses
  that would be properly reimbursed if he or she were a director, and the alternate
  director is entitled to receive from the Company such proportion, if any, of
  the remuneration otherwise payable to the appointor as the appointor may from
  time to time direct. 




- 26 - 

PART 16 

POWERS AND DUTIES OF DIRECTORS 

Powers of Management 

16.1              
  The directors must, subject to the Business Corporations Act and these Articles,
  manage or supervise the management of the business and affairs of the Company
  and have the authority to exercise all such powers of the Company as are not,
  by the Business Corporations Act or by these Articles, required to be exercised
  by the shareholders of the Company. 

Appointment of Attorney of Company 

16.2              
  The directors may from time to time, by power of attorney or other instrument,
  under seal if so required by law, appoint any person to be the attorney of the
  Company for such purposes, and with such powers, authorities and discretions
  (not exceeding those vested in or exercisable by the directors under these Articles
  and excepting the power to fill vacancies in the board of directors, to remove
  a director, to change the membership of, or fill vacancies in, any committee
  of the directors, to appoint or remove officers appointed by the directors and
  to declare dividends) and for such period, and with such remuneration and subject
  to such conditions as the directors may think fit. Any such power of attorney
  may contain such provisions for the protection or convenience of persons dealing
  with such attorney as the directors think fit. Any such attorney may be authorized
  by the directors to sub-delegate all or any of the powers, authorities and discretions
  for the time being vested in him or her.

PART 17 

DISCLOSURE OF INTEREST OF DIRECTORS 

Obligation to Account for Profits 

17.1              
  A director or senior officer who holds a disclosable interest (as that term
  is used in the Business Corporations Act) in a contract or transaction into
  which the Company has entered or proposes to enter is liable to account to the
  Company for any profit that accrues to the director or senior officer under
  or as a result of the contract or transaction only if and to the extent provided
  in the Business Corporations Act. 

Restrictions on Voting by Reason of Interest 

17.2              
  A director who holds a disclosable interest in a contract or transaction into
  which the Company has entered or proposes to enter is not entitled to vote on
  any directors’ resolution to approve that contract or transaction, unless
  all the directors have a disclosable interest in that contract or transaction,
  in which case any or all of those directors may vote on such resolution.




- 27 - 

Interested Director Counted in Quorum 

17.3              
  A director who holds a disclosable interest in a contract or transaction into
  which the Company has entered or proposes to enter and who is present at the
  meeting of directors at which the contract or transaction is considered for
  approval may be counted in the quorum at the meeting whether or not the director
  votes on any or all of the resolutions considered at the meeting. 

Disclosure of Conflict of Interest or Property 

17.4              
  A director or senior officer who holds any office or possesses any property,
  right or interest that could result, directly or indirectly, in the creation
  of a duty or interest that materially conflicts with that individual’s
  duty or interest as a director or senior officer, must disclose the nature and
  extent of the conflict as required by the Business Corporations Act. 

Director Holding Other Office in the Company 

17.5              
  A director may hold any office or place of profit with the Company, other than
  the office of auditor of the Company, in addition to his or her office of director
  for the period and on the terms (as to remuneration or otherwise) that the directors
  may determine. 

No Disqualification 

17.6              
  No director or intended director is disqualified by his or her office from contracting
  with the Company either with regard to the holding of any office or place of
  profit the director holds with the Company or as vendor, purchaser or otherwise,
  and no contract or transaction entered into by or on behalf of the Company in
  which a director is in any way interested is liable to be voided for that reason.


Professional Services by Director or Officer 

17.7              
  Subject to the Business Corporations Act, a director or officer, or any person
  in which a director or officer has an interest, may act in a professional capacity
  for the Company, except as auditor of the Company, and the director or officer
  or such person is entitled to remuneration for professional services as if that
  director or officer were not a director or officer. 

Director or Officer in Other Corporations 

17.8              
  A director or officer may be or become a director, officer or employee of, or
  otherwise interested in, any person in which the Company may be interested as
  a shareholder or otherwise, and, subject to the Business Corporations Act, the
  director or officer is not accountable to the Company for any remuneration or
  other benefits received by him or her as director, officer or employee of, or
  from his or her interest in, such other person. 




- 28 - 

PART 18 

PROCEEDINGS OF DIRECTORS 

Meetings of Directors 

18.1              
  The directors may meet together for the conduct of business, adjourn and otherwise
  regulate their meetings as they think fit, and meetings of the directors held
  at regular intervals may be held at the place, at the time and on the notice,
  if any, as the directors may from time to time determine. 

Voting at Meetings 

18.2              
  Questions arising at any meeting of directors are to be decided by a majority
  of votes and, in the case of an equality of votes, the chair of the meeting
  does not have a second or casting vote. 

Chair of Meetings 

18.3              
  The following individual is entitled to preside as chair at a meeting of directors:


(a)        the chair of the board,
  if any; 

(b)        in the absence of
  the chair of the board, the president, if any, if the president is a director;
  or 

(c)        any other director
  chosen by the directors if: 

(i)        neither the chair
  of the board nor the president, if a director, is present at the meeting within
  15 minutes after the time set for holding the meeting; 

(ii)       neither the chair of the
  board nor the president, if a director, is willing to chair the meeting; or


(iii)     
  the chair of the board and the president, if a director, have advised the secretary,
  if any, or any other director, that they will not be present at the meeting.


Meetings by Telephone or Other Communications Medium 

18.4              
  A director may participate in a meeting of the directors or of any committee
  of the directors in person or by telephone if all directors participating in
  the meeting, whether in person or by telephone or other communications medium,
  are able to communicate with each other. A director may participate in a meeting
  of the directors or of any committee of the directors by a communications medium
  other than telephone if all directors participating in the meeting, whether
  in person or by telephone or other communications medium, are able to communicate
  with each other and if all directors who wish to participate in the meeting
  agree to such participation. A director who participates in a meeting in a manner
  contemplated by this §18.4 is 




- 29 - 

deemed for all purposes of the Business Corporations Act and
  these Articles to be present at the meeting and to have agreed to participate
  in that manner. 

Calling of Meetings 

18.5              
  A director may, and the secretary or an assistant secretary of the Company,
  if any, on the request of a director must, call a meeting of the directors at
  any time.

Notice of Meetings 

18.6              
  Other than for meetings held at regular intervals as determined by the directors
  pursuant to §18.1, reasonable notice of each meeting of the directors,
  specifying the place, day and time of that meeting must be given to each of
  the directors and the alternate directors by any method set out in §24.1
  or orally or by telephone. 

When Notice Not Required 

18.7              
  It is not necessary to give notice of a meeting of the directors to a director
  or an alternate director if: 

(a)        the meeting is to
  be held immediately following a meeting of shareholders at which that director
  was elected or appointed, or is the meeting of the directors at which that director
  is appointed; or 

(b)        the director or alternate
  director, as the case may be, has waived notice of the meeting. 

Meeting Valid Despite Failure to Give Notice 

18.8              
  The accidental omission to give notice of any meeting of directors to, or the
  non-receipt of any notice by, any director or alternate director, does not invalidate
  any proceedings at that meeting. 

Waiver of Notice of Meetings 

18.9              
  Any director or alternate director may send to the Company a document signed
  by him or her waiving notice of any past, present or future meeting or meetings
  of the directors and may at any time withdraw that waiver with respect to meetings
  held after that withdrawal. After sending a waiver with respect to all future
  meetings and until that waiver is withdrawn, no notice of any meeting of the
  directors need be given to that director and, unless the director otherwise
  requires by notice in writing to the Company, to his or her alternate director,
  and all meetings of the directors so held are deemed not to be improperly called
  or constituted by reason of notice not having been given to such director or
  alternate director. 

Quorum 

18.10              
  The quorum necessary for the transaction of the business of the directors may
  be set by the directors and, if not so set, is deemed to be set at two directors
  or, if the number of 




- 30 - 

directors is set at one, is deemed to be set at one director,
  and that director may constitute a meeting. 

Validity of Acts Where Appointment Defective 

18.11              
  Subject to the Business Corporations Act, an act of a director or officer is
  not invalid merely because of an irregularity in the election or appointment
  or a defect in the qualification of that director or officer. 

Consent Resolutions in Writing 

18.12              
  A resolution of the directors or of any committee of the directors may be passed
  without a meeting: 

(a)        in all cases, if each
  of the directors entitled to vote on the resolution consents to it in writing;
  or 

(b)        in the case of a resolution
  to approve a contract or transaction in respect of which a director has disclosed
  that he or she has or may have a disclosable interest, if each of the other
  directors who are entitled to vote on the resolution consents to it in writing.


A consent in writing under this Article may be by signed document,
  fax, email or any other method of transmitting legibly recorded messages. A
  consent in writing may be in two or more counterparts which together are deemed
  to constitute one consent in writing. A resolution of the directors or of any
  committee of the directors passed in accordance with this §18.12 is effective
  on the date stated in the consent in writing or on the latest date stated on
  any counterpart and is deemed to be a proceeding at a meeting of directors or
  of the committee of the directors and to be as valid and effective as if it
  had been passed at a meeting of the directors or of the committee of the directors
  that satisfies all the requirements of the Business Corporations Act and all
  the requirements of these Articles relating to meetings of the directors or
  of a committee of the directors. 

PART 19 

EXECUTIVE AND OTHER COMMITTEES 

Appointment and Powers of Executive Committee 

19.1              
  The directors may, by resolution, appoint an executive committee consisting
  of the director or directors that they consider appropriate, and this committee
  has, during the intervals between meetings of the board of directors, all of
  the directors’ powers, except:

(a)        the power to fill
  vacancies in the board of directors; 

(b)        the power to remove
  a director; 




- 31 - 

(c)        the power to change
  the membership of, or fill vacancies in, any committee of the directors; and


(d)        such other powers,
  if any, as may be set out in the resolution or any subsequent directors’
  resolution. 

Appointment and Powers of Other Committees 

19.2              
  The directors may, by resolution: 

(a)        appoint one or more
  committees (other than the executive committee) consisting of the director or
  directors that they consider appropriate; 

(b)        delegate to a committee
  appointed under §(a) any of the directors’ powers, except: 

(i)        the power to fill
  vacancies in the board of directors; 

(ii)       the power to remove a director;


(iii)     
  the power to change the membership of, or fill vacancies in, any committee of
  the directors; and 

(iv)       the power to appoint or
  remove officers appointed by the directors; and 

(c)        make any delegation
  referred to in §(b) subject to the conditions set out in the resolution
  or any subsequent directors’ resolution. 

Obligations of Committees 

19.3              
  Any committee appointed under §19.1 or §19.2, in the exercise of the
  powers delegated to it, must: 

(a)        conform to any rules
  that may from time to time be imposed on it by the directors; and 

(b)        report every act or
  thing done in exercise of those powers at such times as the directors may require.


Powers of Board 

19.4              
  The directors may, at any time, with respect to a committee appointed under
  §19.1 or §19.2: 

(a)        revoke or alter the
  authority given to the committee, or override a decision made by the committee,
  except as to acts done before such revocation, alteration or overriding; 

(b)        terminate the appointment
  of, or change the membership of, the committee; and 

(c)        fill vacancies in
  the committee. 




- 32 - 

Committee Meetings 

19.5              
  Subject to §19.3(a) and unless the directors otherwise provide in the resolution
  appointing the committee or in any subsequent resolution, with respect to a
  committee appointed under §19.1 or §19.2: 

(a)        the committee may
  meet and adjourn as it thinks proper; 

(b)        the committee may
  elect a chair of its meetings but, if no chair of a meeting is elected, or if
  at a meeting the chair of the meeting is not present within 15 minutes after
  the time set for holding the meeting, the directors present who are members
  of the committee may choose one of their number to chair the meeting; 

(c)        a majority of the
  members of the committee constitutes a quorum of the committee; and 

(d)        questions arising
  at any meeting of the committee are determined by a majority of votes of the
  members present, and in case of an equality of votes, the chair of the meeting
  does not have a second or casting vote. 

PART 20 

OFFICERS 

Directors May Appoint Officers 

20.1              
  The directors may, from time to time, appoint such officers, if any, as the
  directors determine and the directors may, at any time, terminate any such appointment.

Functions, Duties and Powers of Officers 

20.2              
  The directors may, for each officer: 

(a)        determine the functions
  and duties of the officer; 

(b)        entrust to and confer
  on the officer any of the powers exercisable by the directors on such terms
  and conditions and with such restrictions as the directors think fit; and 

(c)        revoke, withdraw,
  alter or vary all or any of the functions, duties and powers of the officer.


Qualifications

20.3              
  No officer may be appointed unless that officer is qualified in accordance with
  the Business Corporations Act. One person may hold more than one position as
  an officer of the Company. Any person appointed as the chair of the board or
  as a managing director must be a director. Any other officer need not be a director.




- 33 - 

Remuneration and Terms of Appointment 

20.4              
  All appointments of officers are to be made on the terms and conditions and
  at the remuneration (whether by way of salary, fee, commission, participation
  in profits or otherwise) that the directors thinks fit and are subject to termination
  at the pleasure of the directors, and an officer may in addition to such remuneration
  be entitled to receive, after he or she ceases to hold such office or leaves
  the employment of the Company, a pension or gratuity.

PART 21 

INDEMNIFICATION 

Definitions 

21.1              
  In this §21.1: 

(a)        “eligible penalty”
  means a judgment, penalty or fine awarded or imposed in, or an amount paid in
  settlement of, an eligible proceeding; 

(b)        “eligible proceeding”
  means a legal proceeding or investigative action, whether current, threatened,
  pending or completed, in which a director, former director or alternate director
  of the Company (an “eligible party”) or any of the heirs and legal
  personal representatives of the eligible party, by reason of the eligible party
  being or having been a director or alternate director of the Company: 

(i)        is or may be joined
  as a party; or 

(ii)       is or may be liable
  for or in respect of a judgment, penalty or fine in, or expenses related to,
  the proceeding; 

(c)        “expenses”
  has the meaning set out in the Business Corporations Act. 

Mandatory Indemnification of Directors and Former Directors
  

21.2              
  Subject to the Business Corporations Act, the Company must indemnify a director,
  former director or alternate director of the Company and his or her heirs and
  legal personal representatives against all eligible penalties to which such
  person is or may be liable, and the Company must, after the final disposition
  of an eligible proceeding, pay the expenses actually and reasonably incurred
  by such person in respect of that proceeding. Each director and alternate director
  is deemed to have contracted with the Company on the terms of the indemnity
  contained in this §21.2. 

Indemnification of Other Persons 

21.3              
  Subject to any restrictions in the Business Corporations Act, the Company may
  indemnify any person. 




- 34 - 

Non-Compliance with Business Corporations Act 

21.4              
  The failure of a director, alternate director or officer of the Company to comply
  with the Business Corporations Act or these Articles does not invalidate any
  indemnity to which he or she is entitled under this Article. 

Company May Purchase Insurance 

21.5              
  The Company may purchase and maintain insurance for the benefit of any person
  (or his or her heirs or legal personal representatives) who:

(a)        is or was a director,
  alternate director, officer, employee or agent of the Company; 

(b)        is or was a director,
  alternate director, officer, employee or agent of a corporation at a time when
  the corporation is or was an affiliate of the Company; 

(c)        at the request of
  the Company, is or was a director, alternate director, officer, employee or
  agent of a corporation or of a partnership, trust, joint venture or other unincorporated
  entity; 

(d)        at the request of
  the Company, holds or held a position equivalent to that of a director, alternate
  director or officer of a partnership, trust, joint venture or other unincorporated
  entity;

against any liability incurred by him or her as such director,
  alternate director, officer, employee or agent or person who holds or held such
  equivalent position. 

PART 22 

DIVIDENDS 

Payment of Dividends Subject to Special Rights 

22.1              
  The provisions of this Part 22 are subject to the rights, if any, of shareholders
  holding shares with special rights as to dividends. 

Declaration of Dividends 

22.2              
  Subject to the Business Corporations Act, the directors may from time to time
  declare and authorize payment of such dividends as they may deem advisable.


No Notice Required 

22.3              
  The directors need not give notice to any shareholder of any declaration under
  §22.2. 




- 35 - 

Record Date 

22.4              
  The directors may set a date as the record date for the purpose of determining
  shareholders entitled to receive payment of a dividend. The record date must
  not precede the date on which the dividend is to be paid by more than two months.
  If no record date is set, the record date is 5 p.m. on the date on which the
  directors pass the resolution declaring the dividend. 

Manner of Paying Dividend 

22.5              
  A resolution declaring a dividend may direct payment of the dividend wholly
  or partly by the distribution of specific assets or of fully paid shares or
  of bonds, debentures or other securities of the Company, or in any one or more
  of those ways. 

Settlement of Difficulties 

22.6              
  If any difficulty arises in regard to a distribution under §22.5, the directors
  may settle the difficulty as they deem advisable, and, in particular, may:

(a)        set the value for
  distribution of specific assets;

(b)        determine that cash
  payments in substitution for all or any part of the specific assets to which
  any shareholders are entitled may be made to any shareholders on the basis of
  the value so fixed in order to adjust the rights of all parties; and

(c)        vest any such specific
  assets in trustees for the persons entitled to the dividend. 

When Dividend Payable 

22.7              
  Any dividend may be made payable on such date as is fixed by the directors.


Dividends to be Paid in Accordance with Number of Shares 

22.8              
  All dividends on shares of any class or series of shares must be declared and
  paid according to the number of such shares held. 

Receipt by Joint Shareholders 

22.9              
  If several persons are joint shareholders of any share, any one of them may
  give an effective receipt for any dividend, bonus or other money payable in
  respect of the share. 

Dividend Bears No Interest 

22.10              
  No dividend bears interest against the Company. 

Fractional Dividends 

22.11              
  If a dividend to which a shareholder is entitled includes a fraction of the
  smallest monetary unit of the currency of the dividend, that fraction may be
  disregarded in making payment of the dividend and that payment represents full
  payment of the dividend. 




- 36 - 

Payment of Dividends 

22.12              
  Any dividend or other distribution payable in cash in respect of shares may
  be paid by cheque, made payable to the order of the person to whom it is sent,
  and mailed to the address of the shareholder, or in the case of joint shareholders,
  to the address of the joint shareholder who is first named on the central securities
  register, or to the person and to the address the shareholder or joint shareholders
  may direct in writing. The mailing of such cheque will, to the extent of the
  sum represented by the cheque (plus the amount of the tax required by law to
  be deducted), discharge all liability for the dividend unless such cheque is
  not paid on presentation or the amount of tax so deducted is not paid to the
  appropriate taxing authority. 

Capitalization of Surplus 

22.13              
  Notwithstanding anything contained in these Articles, the directors may from
  time to time capitalize any surplus of the Company and may from time to time
  issue, as fully paid, shares or any bonds, debentures or other securities of
  the Company as a dividend representing the surplus or any part of the surplus.


PART 23 

DOCUMENTS, RECORDS AND REPORTS 

Recording of Financial Affairs 

23.1              
  The directors must cause adequate accounting records to be kept to record properly
  the financial affairs and condition of the Company and to comply with the Business
  Corporations Act. 

Inspection of Accounting Records 

23.2              
  Unless the directors determine otherwise, or unless otherwise determined by
  ordinary resolution, no shareholder of the Company is entitled to inspect or
  obtain a copy of any accounting records of the Company. 

PART 24 

NOTICES 

Method of Giving Notice 

24.1              
  Unless the Business Corporations Act or these Articles provides otherwise, a
  notice, statement, report or other record required or permitted by the Business
  Corporations Act or these Articles to be sent by or to a person may be sent
  by any one of the following methods: 

(a)        mail addressed to
  the person at the applicable address for that person as follows: 




- 37 - 

(i)        for a record mailed
  to a shareholder, the shareholder’s registered address; 

(ii)       for a record mailed
  to a director or officer, the prescribed address for mailing shown for the director
  or officer in the records kept by the Company or the mailing address provided
  by the recipient for the sending of that record or records of that class; 

(iii)     
  in any other case, the mailing address of the intended recipient; 

(b)        delivery at the applicable
  address for that person as follows, addressed to the person: 

(i)        for a record delivered
  to a shareholder, the shareholder’s registered address; 

(ii)       for a record delivered
  to a director or officer, the prescribed address for delivery shown for the
  director or officer in the records kept by the Company or the delivery address
  provided by the recipient for the sending of that record or records of that
  class; 

(iii)      in any other case, the
  delivery address of the intended recipient; 

(c)        sending the record
  by fax to the fax number provided by the intended recipient for the sending
  of that record or records of that class; 

(d)        sending the record
  by email to the email address provided by the intended recipient for the sending
  of that record or records of that class; 

(e)        physical delivery
  to the intended recipient. 

Deemed Receipt of Mailing 

24.2              
  A record that is mailed to a person by ordinary mail to the applicable address
  for that person referred to in §24.1 is deemed to be received by the person
  to whom it was mailed on the day, Saturdays, Sundays and holidays excepted,
  following the date of mailing. 

Certificate of Sending 

24.3              
  A certificate signed by the secretary, if any, or other officer of the Company
  or of any other corporation acting in that behalf for the Company stating that
  a notice, statement, report or other record was addressed as required by §24.1,
  prepaid and mailed or otherwise sent as permitted by §24.1 is conclusive
  evidence of that fact. 

Notice to Joint Shareholders 

24.4              
  A notice, statement, report or other record may be provided by the Company to
  the joint shareholders of a share by providing the notice to the joint shareholder
  first named in the central securities register in respect of the share. 




- 38 - 

Notice to Trustees 

24.5              
  A notice, statement, report or other record may be provided by the Company to
  the persons entitled to a share in consequence of the death, bankruptcy or incapacity
  of a shareholder by: 

(a)        mailing the record,
  addressed to them: 

(i)        by name, by the title
  of the legal personal representative of the deceased or incapacitated shareholder,
  by the title of trustee of the bankrupt shareholder or by any similar description;
  and 

(ii)       at the address, if any,
  supplied to the Company for that purpose by the persons claiming to be so entitled;
  or 

(b)        if an address referred
  to in §(a)(ii) has not been supplied to the Company, by giving the notice
  in a manner in which it might have been given if the death, bankruptcy or incapacity
  had not occurred. 

PART 25 

SEAL 

Who May Attest Seal 

25.1        Except as provided
  in §25.2 and §25.3, the Company’s seal, if any, must not be impressed
  on any record except when that impression is attested by the signatures of:


(a)        any two directors;


(b)        any officer, together
  with any director; 

(c)        if the Company only
  has one director, that director; or 

(d)        any one or more directors
  or officers or persons as may be determined by the directors. 

Sealing Copies 

25.2              
  For the purpose of certifying under seal a certificate of incumbency of the
  directors or officers of the Company or a true copy of any resolution or other
  document, despite §25.1, the impression of the seal may be attested by
  the signature of any director or officer. 

Mechanical Reproduction of Seal 

25.3              
  The directors may authorize the seal to be impressed by third parties on share
  certificates or bonds, debentures or other securities of the Company as they
  may determine appropriate from time to time. To enable the seal to be impressed
  on any share certificates or 




- 39 - 

bonds, debentures or other securities of the Company, whether
  in definitive or interim form, on which facsimiles of any of the signatures
  of the directors or officers of the Company are, in accordance with the Business
  Corporations Act or these Articles, printed or otherwise mechanically reproduced,
  there may be delivered to the person employed to engrave, lithograph or print
  such definitive or interim share certificates or bonds, debentures or other
  securities one or more unmounted dies reproducing the seal and the chair of
  the board or any senior officer together with the secretary, treasurer, secretary-treasurer,
  an assistant secretary, an assistant treasurer or an assistant secretary-treasurer
  may in writing authorize such person to cause the seal to be impressed on such
  definitive or interim share certificates or bonds, debentures or other securities
  by the use of such dies. Share certificates or bonds, debentures or other securities
  to which the seal has been so impressed are for all purposes deemed to be under
  and to bear the seal impressed on them. 

PART 26 

PROHIBITIONS 

Definitions 

26.1              
  In this Part 26: 

(a)        “designated security”
  means: 

(i)        a voting security
  of the Company; 

(ii)       a security of the
  Company that is not a debt security and that carries a residual right to participate
  in the earnings of the Company or, on the liquidation or winding up of the Company,
  in its assets; or 

(iii)      a security of the Company
  convertible, directly or indirectly, into a security described in §(a)
  or §(b); 

(b)        “security”
  has the meaning assigned in the Securities Act (British Columbia); 

(c)        “voting security”
  means a security of the Company that: 

(i)        is not a debt security,
  and 

(ii)      carries a voting right either
  under all circumstances or under some circumstances that have occurred and are
  continuing. 

Application 

26.2              
  §26.3 does not apply to the Company if and for so long as it is a public
  company or a pre-existing reporting company which has the Statutory Reporting
  Company Provisions as part of its Articles or to which the Statutory Reporting
  Company Provisions apply. 




- 40 - 

Consent Required for Transfer of Shares or Designated Securities


26.3              
  No share or designated security may be sold, transferred or otherwise disposed
  of without the consent of the directors and the directors are not required to
  give any reason for refusing to consent to any such sale, transfer or other
  disposition. 


  	Full name and signature of director 	Date of signing 
	

        

        ____________________________________________

        David Stadnyk 	

        

        July _______________, 2007