EXHIBIT 1.1

|Incorporation NumberBCO319125
|-----------------------------

# WHITE KNIGHT RESOURCES
LTD.

(the
Company)

# ARTICLES

|1. | Interpretation | 1
|-- | -------------- | -

| | 1.1 | Definitions | 1
| | --- | ----------- | -

| | 1.2 | Business Corporations Act and Interpretation Act Definitions Applicable | 1
| | --- | ----------------------------------------------------------------------- | -

|2. | Shares and Share Certificates | 1
|-- | ----------------------------- | -

| | 2.1 | Authorized Share Structure | 1
| | --- | -------------------------- | -

| | 2.2 | Form of Share Certificate | 2
| | --- | ------------------------- | -

| | 2.3 | Shareholder Entitled to Certificate or Acknowledgment | 2
| | --- | ----------------------------------------------------- | -

| | 2.4 | Delivery by Mail | 2
| | --- | ---------------- | -

| | 2.5 | Replacement of Worn Out or Defaced Certificate or Acknowledgement | 2
| | --- | ----------------------------------------------------------------- | -

| | 2.6 | Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment | 2
| | --- | ---------------------------------------------------------------------- | -

| | 2.7 | Splitting Share Certificates | 2
| | --- | ---------------------------- | -

| | 2.8 | Certificate Fee | 3
| | --- | --------------- | -

| | 2.9 | Recognition of Trusts | 3
| | --- | --------------------- | -

|3. | Issue of Shares | 3
|-- | --------------- | -

| | 3.1 | Directors Authorized | 3
| | --- | -------------------- | -

| | 3.2 | Commissions and Discounts | 3
| | --- | ------------------------- | -

| | 3.3 | Brokerage | 3
| | --- | --------- | -

| | 3.4 | Conditions of Issue | 3
| | --- | ------------------- | -

| | 3.5 | Share Purchase Warrants and Rights | 4
| | --- | ---------------------------------- | -

|4. | Share Registers | 4
|-- | --------------- | -

| | 4.1 | Central Securities Register | 4
| | --- | --------------------------- | -

| | 4.2 | Closing Register | 4
| | --- | ---------------- | -

|5. | Share Transfers | 4
|-- | --------------- | -

| | 5.1 | Registering Transfers | 4
| | --- | --------------------- | -

| | 5.2 | Form of Instrument of Transfer | 4
| | --- | ------------------------------ | -

| | 5.3 | Transferor Remains Shareholder | 5
| | --- | ------------------------------ | -

| | 5.4 | Signing of Instrument of Transfer | 5
| | --- | --------------------------------- | -

| | 5.5 | Enquiry as to Title Not Required | 5
| | --- | -------------------------------- | -

| | 5.6 | Transfer Fee | 5
| | --- | ------------ | -

|6. | Transmission of Shares | 5
|-- | ---------------------- | -

| | 6.1 | Legal Personal Representative Recognized on Death | 5
| | --- | ------------------------------------------------- | -

| | 6.2 |  | 5
| | --- |  | -

|7. | Purchase of Shares | 6
|-- | ------------------ | -

| | 7.1 | Company Authorized to Purchase Shares | 6
| | --- | ------------------------------------- | -

| | 7.2 | Purchase When Insolvent | 6
| | --- | ----------------------- | -

---

ii

| | 7.3 | Sale and Voting of Purchased Shares | 6
| | --- | ----------------------------------- | -

|8. | Borrowing Powers | 6
|-- | ---------------- | -

|9. | Alterations | 6
|-- | ----------- | -

| | 9.1 | Alteration of Authorized Share Structure | 6
| | --- | ---------------------------------------- | -

| | 9.2 | Special Rights and Restrictions | 7
| | --- | ------------------------------- | -

| | 9.3 | Change of Name | 7
| | --- | -------------- | -

| | 9.4 | Other Alterations | 7
| | --- | ----------------- | -

|10. | Meetings of Shareholders | 7
|--- | ------------------------ | -

| | 10.1 | Annual General Meeting | 7
| | ---- | ---------------------- | -

| | 10.2 | Location of Meetings of Shareholders | 7
| | ---- | ------------------------------------ | -

| | 10.3 | Resolution Instead of Annual General Meeting | 8
| | ---- | -------------------------------------------- | -

| | 10.4 | Calling of Meetings of Shareholders | 8
| | ---- | ----------------------------------- | -

| | 10.5 | Notice for Meetings of Shareholders | 8
| | ---- | ----------------------------------- | -

| | 10.6 | Record Date for Notice | 8
| | ---- | ---------------------- | -

| | 10.7 | Record Date for Voting | 8
| | ---- | ---------------------- | -

| | 10.8 | Failure to Give Notice and Waiver of Notice | 8
| | ---- | ------------------------------------------- | -

| | 10.9 | Notice of Special Business at Meetings of Shareholders | 8
| | ---- | ------------------------------------------------------ | -

|11. | Proceedings at Meetings of Shareholders | 9
|--- | --------------------------------------- | -

| | 11.1 | Special Business | 9
| | ---- | ---------------- | -

| | 11.2 | Special Majority | 9
| | ---- | ---------------- | -

| | 11.3 | Quorum | 9
| | ---- | ------ | -

| | 11.4 | One Shareholder May Constitute Quorum | 9
| | ---- | ------------------------------------- | -

| | 11.5 | Other Persons May Attend | 10
| | ---- | ------------------------ | --

| | 11.6 | Requirement of Quorum | 10
| | ---- | --------------------- | --

| | 11.7 | Lack of Quorum | 10
| | ---- | -------------- | --

| | 11.8 | Lack of Quorum at Succeeding Meeting | 10
| | ---- | ------------------------------------ | --

| | 11.9 | Chair | 10
| | ---- | ----- | --

| | 11.10 | Selection of Alternate Chair | 10
| | ----- | ---------------------------- | --

| | 11.11 | Adjournments | 11
| | ----- | ------------ | --

| | 11.12 | Notice of Adjourned Meeting | 11
| | ----- | --------------------------- | --

| | 11.13 | Decisions by Show of Hands or Poll | 11
| | ----- | ---------------------------------- | --

| | 11.14 | Declaration of Result | 11
| | ----- | --------------------- | --

| | 11.15 | Motion Need Not be Seconded | 11
| | ----- | --------------------------- | --

| | 11.16 | Casting Vote | 11
| | ----- | ------------ | --

| | 11.17 | Manner of Taking Poll | 11
| | ----- | --------------------- | --

| | 11.18 | Demand for Poll on Adjournment | 12
| | ----- | ------------------------------ | --

| | 11.19 | Chair Must Resolve Dispute | 12
| | ----- | -------------------------- | --

| | 11.20 | Casting of Votes | 12
| | ----- | ---------------- | --

| | 11.21 | Demand for Poll | 12
| | ----- | --------------- | --

| | 11.22 | Demand for Poll Not to Prevent Continuance of Meeting | 12
| | ----- | ----------------------------------------------------- | --

| | 11.23 | Retention of Ballots and Proxies | 12
| | ----- | -------------------------------- | --

|12. | Votes of Shareholders | 12
|--- | --------------------- | --

| | 12.1 | Number of Votes by Shareholder or by Shares | 12
| | ---- | ------------------------------------------- | --

| | 12.2 | Votes of Persons in Representative Capacity | 12
| | ---- | ------------------------------------------- | --

---

iii

| | 12.3 | Votes by Joint Holders | 13
| | ---- | ---------------------- | --

| | 12.4 | Legal Personal Representatives as Joint Shareholders | 13
| | ---- | ---------------------------------------------------- | --

| | 12.5 | Representative of a Corporate Shareholder | 13
| | ---- | ----------------------------------------- | --

|13. | Directors | 13
|--- | --------- | --

| | 13.1 | First Directors; Number of Directors | 13
| | ---- | ------------------------------------ | --

| | 13.2 | Change in Number of Directors | 14
| | ---- | ----------------------------- | --

| | 13.3 | Directors Acts Valid Despite Vacancy | 14
| | ---- | ------------------------------------- | --

| | 13.4 | Qualifications of Directors | 14
| | ---- | --------------------------- | --

| | 13.5 | Remuneration of Directors | 14
| | ---- | ------------------------- | --

| | 13.6 | Reimbursement of Expenses of Directors | 14
| | ---- | -------------------------------------- | --

| | 13.7 | Special Remuneration for Directors | 14
| | ---- | ---------------------------------- | --

| | 13.8 | Gratuity, Pension or Allowance on Retirement of Director | 14
| | ---- | -------------------------------------------------------- | --

|14. | Election and Removal of Directors | 15
|--- | --------------------------------- | --

| | 14.1 | Election at Annual General Meeting | 15
| | ---- | ---------------------------------- | --

| | 14.2 | Consent to be a Director | 15
| | ---- | ------------------------ | --

| | 14.3 | Failure to Elect or Appoint Directors | 15
| | ---- | ------------------------------------- | --

| | 14.4 | Places of Retiring Directors Not Filled | 15
| | ---- | --------------------------------------- | --

| | 14.5 | Directors May Fill Casual Vacancies | 16
| | ---- | ----------------------------------- | --

| | 14.6 | Remaining Directors Power to Act | 16
| | ---- | --------------------------------- | --

| | 14.7 | Shareholders May Fill Vacancies | 16
| | ---- | ------------------------------- | --

| | 14.8 | Additional Directors | 16
| | ---- | -------------------- | --

| | 14.9 | Ceasing to be a Director | 16
| | ---- | ------------------------ | --

| | 14.10 | Removal of Director by Shareholders | 16
| | ----- | ----------------------------------- | --

| | 14.11 | Removal of Director by Directors | 17
| | ----- | -------------------------------- | --

|15. | Alternate Directors | 17
|--- | ------------------- | --

| | 15.1 | Appointment of Alternate Director | 17
| | ---- | --------------------------------- | --

| | 15.2 | Notice of Meetings | 17
| | ---- | ------------------ | --

| | 15.3 | Alternate for More Than One Director Attending Meetings | 17
| | ---- | ------------------------------------------------------- | --

| | 15.4 | Consent Resolutions | 17
| | ---- | ------------------- | --

| | 15.5 | Alternate Director Not an Agent | 17
| | ---- | ------------------------------- | --

| | 15.6 | Revocation of Appointment of Alternate Director | 17
| | ---- | ----------------------------------------------- | --

| | 15.7 | Ceasing to be an Alternate Director | 18
| | ---- | ----------------------------------- | --

| | 15.8 | Remuneration and Expenses of Alternate Director | 18
| | ---- | ----------------------------------------------- | --

|16. | Powers and Duties of Directors | 18
|--- | ------------------------------ | --

| | 16.1 | Powers of Management | 18
| | ---- | -------------------- | --

| | 16.2 | Appointment of Attorney of Company | 18
| | ---- | ---------------------------------- | --

| | 16.3 | Setting Remuneration of the Auditor | 18
| | ---- | ----------------------------------- | --

|17. | Disclosure of Interest of Directors | 19
|--- | ----------------------------------- | --

| | 17.1 | Obligation to Account for Profits | 19
| | ---- | --------------------------------- | --

| | 17.2 | Restrictions on Voting by Reason of Interest | 19
| | ---- | -------------------------------------------- | --

| | 17.3 | Interested Director Counted in Quorum | 19
| | ---- | ------------------------------------- | --

| | 17.4 | Disclosure of Conflict of Interest or Property | 19
| | ---- | ---------------------------------------------- | --

| | 17.5 | Director Holding Other Office in the Company | 19
| | ---- | -------------------------------------------- | --

| | 17.6 | No Disqualification | 19
| | ---- | ------------------- | --

---

iv

| | 17.7 | Professional Services by Director or Officer | 19
| | ---- | -------------------------------------------- | --

| | 17.8 | Director or Officer in Other Corporations | 20
| | ---- | ----------------------------------------- | --

|18. | Proceedings of Directors | 20
|--- | ------------------------ | --

| | 18.1 | Meetings of Directors | 20
| | ---- | --------------------- | --

| | 18.2 | Voting at Meetings | 20
| | ---- | ------------------ | --

| | 18.3 | Chair of Meetings | 20
| | ---- | ----------------- | --

| | 18.4 | Meetings by Telephone or Other Communications Medium | 20
| | ---- | ---------------------------------------------------- | --

| | 18.5 | Calling of Meetings | 21
| | ---- | ------------------- | --

| | 18.6 | Notice of Meetings | 21
| | ---- | ------------------ | --

| | 18.7 | When Notice Not Required | 21
| | ---- | ------------------------ | --

| | 18.8 | Meeting Valid Despite Failure to Give Notice | 21
| | ---- | -------------------------------------------- | --

| | 18.9 | Waiver of Notice of Meetings | 21
| | ---- | ---------------------------- | --

| | 18.10 | Quorum | 21
| | ----- | ------ | --

| | 18.11 | Validity of Acts Where Appointment Defective | 21
| | ----- | -------------------------------------------- | --

| | 18.12 | Consent Resolutions in Writing | 21
| | ----- | ------------------------------ | --

|19. | Executive and Other Committees | 22
|--- | ------------------------------ | --

| | 19.1 | Appointment and Powers of Executive Committee | 22
| | ---- | --------------------------------------------- | --

| | 19.2 | Appointment and Powers of Other Committees | 22
| | ---- | ------------------------------------------ | --

| | 19.3 | Obligations of Committees | 22
| | ---- | ------------------------- | --

| | 19.4 | Powers of Board | 22
| | ---- | --------------- | --

| | 19.5 | Committee Meetins | 23
| | ---- | ----------------- | --

|20. | Officers | 23
|--- | -------- | --

| | 20.1 | Directors May Appoint Officers | 23
| | ---- | ------------------------------ | --

| | 20.2 | Functions, Duties and Powers of Officers | 23
| | ---- | ---------------------------------------- | --

| | 20.3 | Qualifications | 23
| | ---- | -------------- | --

| | 20.4 | Remuneration and Terms of Appointment | 23
| | ---- | ------------------------------------- | --

|21. | Indemnification | 24
|--- | --------------- | --

| | 21.1 | Definitions | 24
| | ---- | ----------- | --

| | 21.2 | Mandatory Indemnification of Directors and Former Directors | 24
| | ---- | ----------------------------------------------------------- | --

| | 21.3 | Indemnification of Other Persons | 24
| | ---- | -------------------------------- | --

| | 21.4 | Non-Compliance with Business Corporations Act | 24
| | ---- | --------------------------------------------- | --

| | 21.5 | Company May Purchase Insurance | 24
| | ---- | ------------------------------ | --

|22. | Dividends | 25
|--- | --------- | --

| | 22.1 | Payment of Dividends Subject to Special Rights | 25
| | ---- | ---------------------------------------------- | --

| | 22.2 | Declaration of Dividends | 25
| | ---- | ------------------------ | --

| | 22.3 | No Notice Required | 25
| | ---- | ------------------ | --

| | 22.4 | Record Date | 25
| | ---- | ----------- | --

| | 22.5 | Manner of Paying Dividend | 25
| | ---- | ------------------------- | --

| | 22.6 | Settlement of Difficulties | 25
| | ---- | -------------------------- | --

| | 22.7 | When Dividend Payable | 25
| | ---- | --------------------- | --

| | 22.8 | Dividends to be Paid in Accordance with Number of Shares | 26
| | ---- | -------------------------------------------------------- | --

| | 22.9 | Receipt by Joint Shareholders | 26
| | ---- | ----------------------------- | --

| | 22.10 | Dividend Bears No Interest | 26
| | ----- | -------------------------- | --

| | 22.11 | Fractional Dividends | 26
| | ----- | -------------------- | --

---

v

| | 22.12 | Payment of Dividends | 26
| | ----- | -------------------- | --

| | 22.13 | Capitalization of Surplus | 26
| | ----- | ------------------------- | --

|23. | Documents, Records and Reports | 26
|--- | ------------------------------ | --

| | 23.1 | Recording of Financial Afairs | 26
| | ---- | ----------------------------- | --

| | 23.2 | Inspection of Accounting Records | 26
| | ---- | -------------------------------- | --

|24. | Notices | 27
|--- | ------- | --

| | 24.1 | Method of Giving Notice | 27
| | ---- | ----------------------- | --

| | 24.2 | Deemed Receipt of Mailing | 27
| | ---- | ------------------------- | --

| | 24.3 | Certificate of Sending | 27
| | ---- | ---------------------- | --

| | 24.4 | Notice to Joint Shareholders | 27
| | ---- | ---------------------------- | --

| | 24.5 | Notice to Trustees | 28
| | ---- | ------------------ | --

|25. | Seal | 28
|--- | ---- | --

| | 25.1 | Who May Attest Seal | 28
| | ---- | ------------------- | --

| | 25.2 | Sealing Copies | 28
| | ---- | -------------- | --

| | 25.3 | Mechanical Reproduction of Seal | 28
| | ---- | ------------------------------- | --

---

# WHITE KNIGHT RESOURCES
LTD.

(the
Company)

# ARTICLES

The Company has as its articles the
following articles:

|1. |  | INTERPRETATION
|-- |  | --------------

|1.1 |  | Definitions
|--- |  | -----------

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) |  | Interpretation
Act means the Interpretation 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;
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) |  | legal
personal representative means the personal or other legal
               representative of the shareholder;
|--- |  | -------------------------------------------------------------------------------------------------------------------

|(e) |  | registered
address of a shareholder means the shareholders                address as
recorded in the central securities register; and
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------

|(f) |  | seal means
the seal of the Company, if any.
|--- |  | ---------------------------------------------

|1.2 |  | Business
Corporations Act and Interpretation Act Definitions Applicable
|--- |  | -----------------------------------------------------------------------

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. |  | SHARES
AND SHARE CERTIFICATES
|-- |  | -----------------------------

|2.1 |  | Authorized
Share Structure
|--- |  | --------------------------

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.

---

2

|2.2 |  | Form
of Share Certificate
|--- |  | -------------------------

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

|2.3 |  | Shareholder
Entitled to Certificate or Acknowledgment
|--- |  | -----------------------------------------------------

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.

|2.4 |  | Delivery
by Mail
|--- |  | ----------------

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.

|2.5 |  | Replacement
of Worn Out or Defaced Certificate or Acknowledgement
|--- |  | -----------------------------------------------------------------

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.
|--- |  | ----------------------------------------------------------------------------

|2.6 |  | Replacement
of Lost, Stolen or Destroyed Certificate or Acknowledgment
|--- |  | ----------------------------------------------------------------------

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 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.
|--- |  | ----------------------------------------------

|2.7 |  | Splitting
Share Certificates
|--- |  | ----------------------------

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.

---

3

|2.8 |  | Certificate
Fee
|--- |  | ---------------

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

|2.9 |  | Recognition
of Trusts
|--- |  | ---------------------

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.

|3. |  | ISSUE
OF SHARES
|-- |  | ---------------

|3.1 |  | Directors
Authorized
|--- |  | --------------------

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.

|3.2 |  | Commissions
and Discounts
|--- |  | -------------------------

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.

|3.3 |  | Brokerage
|--- |  | ---------

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.

|3.4 |  | Conditions
of Issue
|--- |  | -------------------

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 Article 3.1.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------

---

4

|3.5 |  | Share
Purchase Warrants and Rights
|--- |  | ----------------------------------

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.

|4. |  | SHARE
REGISTERS
|-- |  | ---------------

|4.1 |  | Central
Securities Register
|--- |  | ---------------------------

As required by and subject to the
Business Corporation Act, the Company must maintain in British Columbia a central
securities register. The directors may, subject to the Business Corporation 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 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.

|4.2 |  | Closing
Register
|--- |  | ----------------

The Company must not at any time
close its central securities register.

|5. |  | SHARE
TRANSFERS
|-- |  | ---------------

|5.1 |  | Registering
Transfers
|--- |  | ---------------------

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
or if                such certificate has been lost, stolen or destroyed, the documents
required                under Article 2.6 have been provided 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                or if such acknowledgement has been lost, stolen or destroyed,
the documents                required under Article 2.6 have been provided to the
Company.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5.2 |  | Form
of Instrument of Transfer
|--- |  | ------------------------------

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.

|5.3 |  | Transferor
Remains Shareholder
|--- |  | ------------------------------

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.

---

5

|5.4 |  | Signing
of Instrument of Transfer
|--- |  | ---------------------------------

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
|--- |  | --------------------------------------------------------------------------------

|(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.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5.5 |  | Enquiry
as to Title Not Required
|--- |  | --------------------------------

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.

|5.6 |  | Transfer
Fee
|--- |  | ------------

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

|6. |  | TRANSMISSIONOF SHARES
|-- |  | ---------------------

|6.1 |  | Legal
Personal Representative Recognized on Death
|--- |  | -------------------------------------------------

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.

|6.2 |  | Rights
of Legal Personal Representative
|--- |  | ---------------------------------------

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.

---

6

|7. |  | PURCHASE
OF SHARES
|-- |  | ------------------

|7.1 |  | Company
Authorized to Purchase Shares
|--- |  | -------------------------------------

Subject to Article 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 a resolution of the directors,
purchase or otherwise acquire any of its shares at the price and upon the terms specified
in such resolution.

|7.2 |  | Purchase
When Insolvent
|--- |  | -----------------------

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.
|--- |  | -----------------------------------------------------------------------------------------------

|7.3 |  | Sale
and Voting of Purchased Shares
|--- |  | -----------------------------------

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.
|--- |  | -------------------------------------------------------------

|8. |  | BORROWING
POWERS
|-- |  | ----------------

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
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------

|(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.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|9. |  | ALTERATIONS
|-- |  | -----------

|9.1 |  | Alteration
of Authorized Share Structure
|--- |  | ----------------------------------------

Subject to Article 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;
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

7

|(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.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------

|9.2 |  | Special
Rights and Restrictions
|--- |  | -------------------------------

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
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(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.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|9.3 |  | Change
of Name
|--- |  | --------------

The Company may by special resolution
authorize an alteration of its Notice of Articles in order to change its name.

|9.4 |  | Other
Alterations
|--- |  | -----------------

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.

|10. |  | MEETINGS
OF SHAREHOLDERS
|--- |  | ------------------------

|10.1 |  | Annual
General Meetings
|---- |  | -----------------------

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.

|10.2 |  | Location
of Meetings of Shareholders
|---- |  | ------------------------------------

The directors may, by directors
resolution, approve a location outside British Columbia for the holding of a meeting of
shareholders of the Company.

---

8

|10.3 |  | Resolution
Instead of Annual General Meeting
|---- |  | --------------------------------------------

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 Article 10.3, select as the Companys annual reference date a date
that would be appropriate for the holding of the applicable annual general meeting.

|10.4 |  | Calling
of Meetings of Shareholders
|---- |  | -----------------------------------

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

|10.5 |  | Notice
for Meetings of Shareholders
|---- |  | -----------------------------------

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 number of days before the meeting
prescribed under the Business Corporations Act.

|10.6 |  | Record
Date for Notice
|---- |  | ----------------------

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 the
number of days before the meeting prescribed under the Business Corporations Act.If no record date is set, the record date is 5 p.m. Pacific Standard Time 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.

|10.7 |  | Record
Date for Voting
|---- |  | ----------------------

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. Pacific Standard Time 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.

|10.8 |  | Failure
to Give Notice and Waiver of Notice
|---- |  | -------------------------------------------

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.

|10.9 |  | Notice
of Special Business at Meetings of Shareholders
|---- |  | ------------------------------------------------------

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

---

9

|(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:
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (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.
| | ---- |  | ------------------------------------------------------------------------------------------------------------------------------

|11. |  | PROCEEDINGS
AT MEETINGS OF SHAREHOLDERS
|--- |  | ---------------------------------------

|11.1 |  | Special
Business
|---- |  | ----------------

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; and
| | ------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------

| | (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.
| | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|11.2 |  | Special
Majority
|---- |  | ----------------

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.

|11.3 |  | Quorum
|---- |  | ------

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.

|11.4 |  | One
Shareholder May Constitute Quorum
|---- |  | -------------------------------------

If the Company has only one
shareholder:

---

10

|(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.
|--- |  | ----------------------------------------------------------------------------

|11.5 |  | Other
Persons May Attend
|---- |  | ------------------------

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.

|11.6 |  | Requirement
of Quorum
|---- |  | ---------------------

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 in
person or by proxy at the commencement of the meeting, but such quorum need not be present
throughout the meeting.

|11.7 |  | Lack
of Quorum
|---- |  | --------------

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.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|11.8 |  | Lack
of Quorum at Succeeding Meeting
|---- |  | ------------------------------------

If, at the meeting to which the
meeting referred to in Article 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.

|11.9 |  | Chair
|---- |  | -----

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 president, if any.
|--- |  | -----------------------------------------------------------------------------------------------------------------

|11.10 |  | Selection
of Alternate Chair
|----- |  | ----------------------------

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.

---

11

|11.11 |  | Adjournments
|----- |  | ------------

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.

|11.12 |  | Notice
of Adjourned Meeting
|----- |  | ---------------------------

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

|11.13 |  | Decisions
by Show of Hands or Poll
|----- |  | ----------------------------------

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.

|11.14 |  | Declaration
of Result
|----- |  | ---------------------

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 Article 11.13, conclusive evidence without proof of the number or
proportion of the votes recorded in favour of or against the resolution.

|11.15 |  | Motion
Need Not be Seconded
|----- |  | ---------------------------

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.

|11.16 |  | Casting
Vote
|----- |  | ------------

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.

|11.17 |  | Manner
of Taking Poll
|----- |  | ---------------------

Subject to Article 11.8, 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.
|--- |  | -----------------------------------------------------------------------

---

12

|11.18 |  | Demand
for Poll on Adjournment
|----- |  | ------------------------------

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

|11.19 |  | Chair
Must Resolve Dispute
|----- |  | --------------------------

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.

|11.20 |  | Casting
of Votes
|----- |  | ----------------

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

|11.21 |  | Demand
for Poll
|----- |  | ---------------

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

|11.22 |  | Demand
for Poll Not to Prevent Continuance of Meeting
|----- |  | -----------------------------------------------------

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.

|11.23 |  | Retention
of Ballots and Proxies
|----- |  | --------------------------------

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.

|12. |  | VOTES
OF SHAREHOLDERS
|--- |  | ---------------------

|12.1 |  | Number
of Votes by Shareholder or by Shares
|---- |  | -------------------------------------------

Subject to any special rights or
restrictions attached to any shares and to the restrictions imposed on joint shareholders
under Article 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
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|(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.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|12.2 |  | Votes
of Persons in Representative Capacity
|---- |  | -------------------------------------------

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.

---

13

|12.3 |  | Votes
by Joint Holders
|---- |  | ----------------------

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.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|12.4 |  | Legal
Personal Representatives as Joint Shareholders
|---- |  | ----------------------------------------------------

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

|12.5 |  | Representative
of a Corporate Shareholder
|---- |  | -----------------------------------------

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; and
| | ---- |  | -----------------------------------------------------------------------------------------------------------------------------

|(b) |  | if
a representative is appointed under this Article 12.5:
|--- |  | ---------------------------------------------------------

| | (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.

|13. |  | DIRECTORS
|--- |  | ---------

|13.1 |  | First
Directors; Number of Directors
|---- |  | ------------------------------------

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 Article 14.8, is set at:

|(a) |  | subject
to paragraph 13.1(b), the number of directors that is equal to the           number of
the Companys first directors;
|--- |  | -----------------------------------------------------------------------------------------------------------------------------

|(b) |  | the
greater of three and the most recent set of:
|--- |  | ------------------------------------------------

---

14

| | (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 Article 14.4.
| | ---- |  | -----------------------------------------------

|13.2 |  | Change
in Number of Directors
|---- |  | -----------------------------

If the number of directors is set
under Article 13.1(b)(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.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|13.3 |  | DirectorsActs
Valid Despite Vacancy
|---- |  | ------------------------------------

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.

|13.4 |  | Qualifications
of Directors
|---- |  | ---------------------------

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

|13.5 |  | Remuneration
of Directors
|---- |  | -------------------------

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.

|13.6 |  | Reimbursement
of Expenses of Directors
|---- |  | --------------------------------------

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

|13.7 |  | Special
Remuneration for Directors
|---- |  | ----------------------------------

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.

|13.8 |  | Gratuity,
Pension or Allowance on Retirement of Director
|---- |  | --------------------------------------------------------

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.

---

15

|14. |  | ELECTION
AND REMOVAL OF DIRECTORS
|--- |  | ---------------------------------

|14.1 |  | Election
at Annual General Meeting
|---- |  | ----------------------------------

At every annual general meeting and
in every unanimous resolution contemplated by Article 10.3:

|(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 paragraph 14.1(a), but are eligible for
               re-election or re-appointment.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|14.2 |  | Consent
to be a Director
|---- |  | ------------------------

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.
|--- |  | --------------------------------------------------------------------------------------------------------

|14.3 |  | Failure
to Elect or Appoint Directors
|---- |  | -------------------------------------

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 Article 10.3, 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 Article 10.3, 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.
|--- |  | ------------------------------------------------------------------------------------------------------------------

|14.4 |  | Places
of Retiring Directors Not Filled
|---- |  | ---------------------------------------

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 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.

---

16

|14.5 |  | Directors
May Fill Casual Vacancies
|---- |  | -----------------------------------

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

|14.6 |  | Remaining
Directors Power to Act
|---- |  | ---------------------------------

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.

|14.7 |  | Shareholders
May Fill Vacancies
|---- |  | -------------------------------

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.

|14.8 |  | Additional
Directors
|---- |  | --------------------

Notwithstanding Articles 13.1 and
13.2, between annual general meetings or unanimous resolutions contemplated by Article
10.3, the directors may appoint one or more additional directors, but the number of
additional directors appointed under this Article 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 Article 14.8.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|14.9 |  | Ceasing
to be a Director
|---- |  | ------------------------

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
|--- |  | -------------------------------------------------------------------------------------------------------------------------

|(d) |  | the
director is removed from office pursuant to Articles 14.10 or 14.11.
|--- |  | ------------------------------------------------------------------------

|14.10 |  | Removal
of Director by Shareholders
|----- |  | -----------------------------------

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.

---

17

|14.11 |  | Removal
of Director by Directors
|----- |  | --------------------------------

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.

|15. |  | ALTERNATE
DIRECTORS
|--- |  | -------------------

|15.1 |  | Appointment
of Alternate Director
|---- |  | ---------------------------------

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.

|15.2 |  | Notice
of Meetings
|---- |  | ------------------

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.

|15.3 |  | Alternate
for More Than One Director Attending Meetings
|---- |  | -------------------------------------------------------

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

|(a) |  | wll
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;
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(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.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|15.4 |  | Consent
Resolutions
|---- |  | -------------------

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.

|15.5 |  | Alternate
Director Not an Agent
|---- |  | -------------------------------

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

|15.6 |  | Revocation
of Appointment of Alternate Director
|---- |  | -----------------------------------------------

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.

---

18

|15.7 |  | Ceasing
to be an Alternate Director
|---- |  | -----------------------------------

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
               re-appointed;
|--- |  | -----------------------------------------------------------------------------------------------------------

|(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.
|--- |  | -----------------------------------------------------------------------

|15.8 |  | Remuneration
and Expenses of Alternate Director
|---- |  | -----------------------------------------------

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.

|16. |  | POWERS
AND DUTIES OF DIRECTORS
|--- |  | ------------------------------

|16.1 |  | Powers
of Management
|---- |  | --------------------

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 Actor by these Articles,
required to be exercised by the shareholders of the Company.

|16.2 |  | Appointment
of Attorney of Company
|---- |  | ----------------------------------

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.

|16.3 |  | Setting
Remuneration of the Auditor
|---- |  | -----------------------------------

The directors, or if the directors
delegate this responsibility to an audit committee of the directors, the audit committee,
may from time to time determine the remuneration to be paid by the Company to the auditor,
in such manner and upon such terms and conditions, as the directors or the audit
committee, in their absolute discretion, may determine.

---

19

|17. |  | DISCLOSURE
OF INTEREST OF DIRECTORS
|--- |  | -----------------------------------

|17.1 |  | Obligation
to Account for Profits
|---- |  | ---------------------------------

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.

|17.2 |  | Restrictions
on Voting by Reason of Interest
|---- |  | --------------------------------------------

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.

|17.3 |  | Interested
Director Counted in Quorum
|---- |  | -------------------------------------

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.

|17.4 |  | Disclosure
of Conflict of Interest or Property
|---- |  | ----------------------------------------------

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.

|17.5 |  | Director
Holding Other Office in the Company
|---- |  | --------------------------------------------

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.

|17.6 |  | No
Disqualification
|---- |  | -------------------

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.

|17.7 |  | Professional
Services by Director or Officer
|---- |  | --------------------------------------------

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.

---

20

|17.8 |  | Director
or Officer in Other Corporations
|---- |  | -----------------------------------------

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.

|18. |  | PROCEEDINGS
OF DIRECTORS
|--- |  | ------------------------

|18.1 |  | Meetings
of Directors
|---- |  | ---------------------

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.

|18.2 |  | Voting
at Meetings
|---- |  | ------------------

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.

|18.3 |  | Chair
of Meetings
|---- |  | -----------------

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.
| | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|18.4 |  | Meetings
by Telephone or Other Communications Medium
|---- |  | ----------------------------------------------------

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
Article 18.4 is 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.

---

21

|18.5 |  | Calling
of Meetings
|---- |  | -------------------

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.

|18.6 |  | Notice
of Meetings
|---- |  | ------------------

Other than for meetings held at
regular intervals as determined by the directors pursuant to Article 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 Article 24.1 or orally or by telephone.

|18.7 |  | When
Notice Not Required
|---- |  | ------------------------

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.
|--- |  | --------------------------------------------------------------------------------------------------------

|18.8 |  | Meeting
Valid Despite Failure to Give Notice
|---- |  | --------------------------------------------

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.

|18.9 |  | Waiver
of Notice of Meetings
|---- |  | ----------------------------

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.

|18.10 |  | Quorum
|----- |  | ------

The quorum necessary for the
transaction of the business of the directors may be set by resolution of the directors
and, if not so set, is deemed to be a majority of the directors or, if the number of
directors is set at one, is deemed to be set at one director, and that director may
constitute a meeting.

|18.11 |  | Validity
of Acts Where Appointment Defective
|----- |  | --------------------------------------------

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.

|18.12 |  | Consent
Resolutions in Writing
|----- |  | ------------------------------

A resolution of the directors or of
any committee of the directors consented to in writing by all of the directors entitled to
vote on it, whether by signed document, fax, email or any other method of transmitting
legibly recorded messages, is as valid and effective as if it had been passed at a meeting
of the directors or of the committee of the directors duly called and held. Such
resolution may be in two or more counterparts which together are deemed to constitute one
resolution in writing. A resolution passed in that manner is effective on the date stated
in the resolution or on the latest date stated on any counterpart. A resolution of the
directors or of any committee of the directors passed in accordance with this Article
18.12 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.

---

22

|19. |  | EXECUTIVE
AND OTHER COMMITTEES
|--- |  | ------------------------------

|19.1 |  | Appointment
and Powers of Executive Committee
|---- |  | ---------------------------------------------

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;
|--- |  | -------------------------------

|(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.
|--- |  | -----------------------------------------------------------------------------------------------------------------

|19.2 |  | Appointment
and Powers of Other Committees
|---- |  | ------------------------------------------

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 paragraph 19.2(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 paragraph 19.2(b) subject to the conditions
               set out in the resolution or any subsequent directors resolution.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|19.3 |  | Obligations
of Committees
|---- |  | -------------------------

Any committee appointed under
Articles 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.
|--- |  | ----------------------------------------------------------------------------------------------------------------

|19.4 |  | Powers
of Board
|---- |  | ---------------

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

---

23

|(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.
|--- |  | --------------------------------

|19.5 |  | Committee
Meetings
|---- |  | ------------------

Subject to Article 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 Articles 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.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|20. |  | OFFICERS
|--- |  | --------

|20.1 |  | Directors
May Appoint Officers
|---- |  | ------------------------------

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.

|20.2 |  | Functions,
Duties and Powers of Officers
|---- |  | ----------------------------------------

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.
|--- |  | -------------------------------------------------------------------------------------------------------------

|20.3 |  | Qualifications
|---- |  | --------------

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 the managing director must be a director. Any other
officer need not be a director.

|20.4 |  | Remuneration
and Terms of Appointment
|---- |  | -------------------------------------

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 think 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.

---

24

|21. |  | INDEMNIFICATION
|--- |  | ---------------

|21.1 |  | Definitions
|---- |  | -----------

In this Article 21:

|(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; and
| | ---- |  | ------------------------------------------------------------------------------------------------------------------------------

|(c) |  | expenses has
the meaning set out in the Business Corporations           Act.
|--- |  | ------------------------------------------------------------------------------

|21.2 |  | Mandatory
Indemnification of Directors and Former Directors
|---- |  | -----------------------------------------------------------

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 Article 21.2.

|21.3 |  | Indemnification
of Other Persons
|---- |  | --------------------------------

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

|21.4 |  | Non-Compliance
with Business Corporations Act
|---- |  | ---------------------------------------------

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

|21.5 |  | Company
May Purchase Insurance
|---- |  | ------------------------------

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;
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

25

|(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.

|22. |  | DIVIDENDS
|--- |  | ---------

|22.1 |  | Payment
of Dividends Subject to Special Rights
|---- |  | ----------------------------------------------

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

|22.2 |  | Declaration
of Dividends
|---- |  | ------------------------

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.

|22.3 |  | No
Notice Required
|---- |  | ------------------

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

|22.4 |  | Record
Date
|---- |  | -----------

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. Pacific Standard
Time on the date on which the directors pass the resolution declaring the dividend.

|22.5 |  | Manner
of Paying Dividend
|---- |  | -------------------------

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.

|22.6 |  | Settlement
of Difficulties
|---- |  | --------------------------

If any difficulty arises in regard to
a distribution under Article 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.
|--- |  | --------------------------------------------------------------------------------------------------

|22.7 |  | When
Dividend Payable
|---- |  | ---------------------

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

---

26

|22.8 |  | Dividends
to be Paid in Accordance with Number of Shares
|---- |  | --------------------------------------------------------

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

|22.9 |  | Receipt
by Joint Shareholders
|---- |  | -----------------------------

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.

|22.10 |  | Dividend
Bears No Interest
|----- |  | --------------------------

No dividend bears interest against
the Company.

|22.11 |  | Fractional
Dividends
|----- |  | --------------------

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.

|22.12 |  | Payment
of Dividends
|----- |  | --------------------

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.

|22.13 |  | Capitalization
of Surplus
|----- |  | -------------------------

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.

|23. |  | DOCUMENTS,
RECORDS AND REPORTS
|--- |  | ------------------------------

|23.1 |  | Recording
of Financial Afairs
|---- |  | -----------------------------

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.

|23.2 |  | Inspection
of Accounting Records
|---- |  | --------------------------------

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.

---

27

|24. |  | NOTICES
|--- |  | -------

|24.1 |  | Method
of Giving Notice
|---- |  | -----------------------

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:
|--- |  | --------------------------------------------------------------------------------------------

| | (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; and
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|(e) |  | physical
delivery to the intended recipient.
|--- |  | --------------------------------------------

|24.2 |  | Deemed
Receipt of Mailing
|---- |  | -------------------------

A record that is mailed to a person
by ordinary mail to the applicable address for that person referred to in Article 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.

|24.3 |  | Certificate
of Sending
|---- |  | ----------------------

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 Article 24.1, prepaid and mailed or otherwise sent as permitted
by Article 24.1 is conclusive evidence of that fact.

|24.4 |  | Notice
to Joint Shareholders
|---- |  | ----------------------------

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.

---

28

|24.5 |  | Notice
to Trustees
|---- |  | ------------------

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 paragraph 24.5(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.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|25. |  | SEAL
|--- |  | ----

|25.1 |  | Who
May Attest Seal
|---- |  | -------------------

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.
|--- |  | -------------------------------------------------------------------------------------------------

|25.2 |  | Sealing
Copies
|---- |  | --------------

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 Article 25.1, the impression of the seal
may be attested by the signature of any director or officer.

|25.3 |  | Mechanical
Reproduction of Seal
|---- |  | -------------------------------

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 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 Actor 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.

# Approved by Shareholders
on November 25, 2005.

---