ARTICLES

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MOUNTAIN PROVINCE DIAMONDS INC.

(Incorporation No. 553442)

TABLE OF CONTENTS

| PART 1  | INTERPRETATION                                                               | 1  |
|---------|------------------------------------------------------------------------------|----|
| PART 2  | SHARES AND SHARE CERTIFICATES                                                | 2  |
| PART 3  | ISSUE OF SHARES                                                              | 3  |
| PART 4  | SHARE REGISTERS                                                              | 4  |
| PART 5  | TRANSFER OF SHARES                                                           | 4  |
| PART 6  | TRANSMISSION OF SHARES                                                       | 5  |
| PART 7  | ALTERATION OF AUTHORIZED SHARE STRUCTURE, ARTICLES AND    NOTICE OF ARTICLES | 6  |
| PART 8  | PURCHASE OF SHARES                                                           | 8  |
| PART 9  | BORROWING POWERS                                                             | 8  |
| PART 10 | SHAREHOLDER MEETINGS                                                         | 9  |
| PART 11 | PROCEEDINGS AT MEETINGS OF SHAREHOLDERS                                      | 10 |
| PART 12 | VOTES OF SHAREHOLDERS                                                        | 13 |
| PART 13 | DIRECTORS                                                                    | 16 |
| PART 14 | ELECTION AND REMOVAL OF DIRECTORS                                            | 17 |
| PART 15 | ALTERNATE DIRECTORS                                                          | 19 |
| PART 16 | POWERS AND DUTIES OF DIRECTORS                                               | 20 |
| PART 17 | DISCLOSURE OF INTEREST OF DIRECTORS AND SENIOR OFFICERS                      | 21 |
| PART 18 | PROCEEDINGS OF DIRECTORS                                                     | 23 |
| PART 19 | EXECUTIVE AND OTHER COMMITTEES                                               | 24 |
| PART 20 | OFFICERS                                                                     | 25 |
| PART 21 | INDEMNITY AND PROTECTION OF DIRECTORS, OFFICERS AND    EMPLOYEES             | 26 |
| PART 22 | DIVIDENDS AND RESERVE                                                        | 27 |
| PART 23 | DOCUMENTS, RECORDS AND REPORTS                                               | 28 |
| PART 24 | NOTICES                                                                      | 29 |
| PART 25 | SEAL                                                                         | 30 |
| PART 26 | PROHIBITIONS                                                                 | 31 |

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BUSINESS CORPORATIONS ACT

ARTICLES
**MOUNTAIN PROVINCE DIAMONDS INC.

(Incorporation No. 553442)

PART 1INTERPRETATION
1.1In these Articles, unless the context otherwise    requires: (a)"Business Corporations Act" means the *Business    Corporations Act*(British Columbia) or any re-enactment, replacement or    amendment of such Act in force from time to time, and includes all    regulations and amendments thereto made pursuant to that Act; (b) "Directors," "Board of Directors" or "Board" means the    Directors or, if the Company has only one Director, the Director of the    Company for the time being; (c) "legal personal    representative" means the personal or other legal representative of the    shareholders; (d) "month" means    calendar month; (e)"registered address" of a Director means the address of the    Director recorded in the register of directors of the Company; (f)"registered address" of a shareholder means the address of    the shareholder recorded in the central securities register of the Company; (g) "registered owner" or "registered holder" or "holder" when    used with respect to a share of the Company means the person registered in    the central securities register of the Company in respect of such share; (h) "regulations" means    the regulations from time to time in force and made pursuant to the Business    Corporations Act; and (i) "seal" means the    common seal of the Company, if any.
1.2     Expressions referring to writing shall beconstrued as including printing, lithography, typewriting, photography,photocopying, facsimile transmission, electronic media and all other modes ofrepresenting or reproducing words in a visible form.

1.3     Words importing the singular include theplural and *vice versa* and words importing a male person include a femaleperson and a corporation.

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1.4     The definitions in the BusinessCorporations Act and the definitions and rules of construction in the *Interpretation Act*(British Columbia) shall, with the necessary changes, sofar as applicable, and unless the context requires otherwise, apply to theseArticles. If there is a conflict between a definition in the BusinessCorporations Act and a definition or rule in the *Interpretation Act*(British Columbia), the definition in the Business Corporations Act shallprevail.

1.5     The provisions contained in Table 1 to theBusiness Corporations Regulation shall not apply to the Company.
**PART 2SHARES AND SHARE CERTIFICATES

2.1     The authorized share structure of theCompany shall consist of shares of a class or classes, which may be divided intoone or more series, as described in the Notice of Articles of the Company. Eachclass of issued shares shall be evidenced by a distinct form of certificate.Every share certificate issued by the Company shall be in such form as theDirectors may approve from time to time and shall comply with, and be signed asrequired by, the Business Corporations Act.

2.2     Every shareholder is entitled, withoutcharge, to (a) on certificate representing the share or shares of each classheld by him; or (b) a non-transferable written acknowledgement of theshareholder's right to obtain such a certificate, provided that in respect of ashare or shares held jointly by several shareholders, the Company shall not bebound to issue more than one certificate, and delivery of a certificate for ashare to one of several joint registered holders or to his duly authorized agentshall be sufficient delivery to all. The Company shall not be bound to issuecertificates representing redeemable shares if such shares are to be redeemedwithin one month of the date on which they were allotted.

2.3     Any share certificate or non-transferablewritten acknowledgement of a shareholder' right to obtain a share certificatemay be sent to the shareholder by mail at the shareholder's registered addressand neither the Company nor any transfer agent shall be liable for any lossoccasioned to the shareholder resulting from the loss or theft of any such sharecertificate or acknowledgement so sent.

2.4     If a share certificate or non-transferablewritten acknowledgement of the shareholder's right to obtain a sharecertificate:
(a)        is worn our or defaced, the Directors may, upon production      to the Company of the certificate or the acknowledgement and upon such      other terms, if any, as they may think fit, order the certificate or      acknowledgement to be cancelled and issue a new certificate or      acknowledgement in lieu thereof; or  (b) is lost, stolen or      destroyed, the Directors may, upon proof thereof to their satisfaction and      upon such indemnity, if any, being given as they consider adequate, issue      a new share certificate or acknowledgement in lieu thereof to the person      entitled to such lost, stolen or destroyed certificate or acknowledgement.
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2.5     If a share certificate represents morethan one share and the registered owner thereof surrenders it to the Companywith a written request that the Company issue in his name two or morecertificates each representing a specified number of shares and in the aggregaterepresenting the same number of shares as the certificate so surrendered, theDirectors shall cancel the certificate so surrendered and issue in lieu thereofcertificates in accordance with such request.

2.6     If a shareholder owns shares of a class orseries represented by more than one share certificate and surrenders thecertificates to the Company with a written request that the Company issue in hisname one certificate representing in the aggregate the same number of shares asthe certificates so surrendered, the Directors shall cancel the certificates sosurrendered and issue in lieu thereof a certificate in accordance with suchrequest.

2.7     The Directors may from time to timedetermine the amount of a charge, not exceeding an amount prescribed by theBusiness Corporations Act or the regulations, to be imposed for each certificateissued pursuant to Articles 2.4, 2.5 and 2.6.

2.8     Except as required by law, statute orthese Articles, no person shall be recognized by the Company as holding anyshare upon any trust, and the Company shall not be bound by or compelled in anyway to recognize (even when having notice thereof) any equitable, contingent,future or partial interest in any share or in any fractional part of a share or(except as provided by law, statute or these Articles or as ordered by a courtof competent jurisdiction) any other rights in respect to any share except anabsolute right to the entirety thereof in its registered holder.
**PART 3ISSUE OF SHARES

3.1     Subject to the Business Corporations Actand the rights of the holders of issued shares of the Company, the shares of theCompany shall be under the control of the Directors, who may issue, allot, sellor otherwise dispose of the unissued shares, and issued shares held by theCompany, at the times, to the persons, including Directors, in the manner and onthe terms and conditions and for the issue prices (including any premium atwhich shares with par value may be issued) that the Directors may determine. Theissue price for a share with par value must be equal to or greater than the parvalue of the share.

3.2     The Company may at any time, pay areasonable commission or allow a reasonable discount to any person inconsideration of his subscribing to agreeing to subscribe, whether absolutely orconditionally, for shares of the Company, or procuring or agreeing to procuresubscriptions, whether absolutely or conditionally, for any such shares. TheDirectors shall determine, in their sole discretion, what is reasonable in thecircumstances.

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

3.4     Except as provided for by the BusinessCorporations Act, no share may be issued until it is fully paid and the Companyshall have received the full consideration therefor in cash, property or pastservices actually performed for the Company. A document evidencing  

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indebtednessof the allottee is not property for the purpose of this Article 3.4. The valueof property or services for the purpose of this Article 3.4 shall be the valuedetermined by the Directors by resolution to be, in all the circumstances of thetransaction, no greater than the fair market value thereof. The fullconsideration received for a share issued by way of dividend shall be the amountdetermined by the Directors to be the amount of the dividend.

3.5     Subject to the Business Corporations Act,the Company may issue share purchase warrants, options and rights upon suchterms 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 theCompany from time to time.
**PART 4SHARE REGISTERS

4.1     The Company shall maintain at its recordsoffice or at another location in British Columbia designated by the Directors acentral securities register as required by the Business Corporations Act. TheCompany may maintain branch securities registers at any locations inside oroutside British Columbia designated by the Directors. The Directors may appointone or more trust companies or other persons authorized by the BusinessCorporations Act (as the case may be, a "trust company") to maintain theaforesaid central securities register and branch securities registers. TheDirectors may also appoint one or more trust companies, including the trustcompany which keeps the central securities register, as transfer agent for itsshares or any class or series thereof, as the case may be, and the same oranother trust company or companies as registrar for its shares or any class orseries thereof, as the case may be. The Directors may terminate the appointmentof any such trust company at any time and may appoint another trust company inits place.

4.2     The Company shall not at any time closeits central securities register.
**PART 5TRANSFER OF SHARES

5.1     A transfer of a share of the Company mustnot be registered unless:
 (a) a duly signed    instrument of transfer in respect of the share has been received by the    Company; (b) if a share    certificate has been issued by the Company in respect of the share to be    transferred, that share certificate has been surrendered to the Company; and (c) if a    non-transferable written acknowledgement 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 acknowledgement has been surrendered to the    Company.
5.2     The instrument of transfer shall be in theform, if any, on the back of the Company's share certificates or in such otherform as the Directors may from time tom time approve. If the 

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Directors so require, each instrument of transfer shall be in respect of onlyone class of shares. Except to the extent that the Business Corporations Act mayotherwise provide, the transferor shall be deemed to remain the holder of theshare until the name of the transferee is entered in the central securitiesregister or a branch securities register in respect thereof.

5.3     The signature of the registered owner ofany shares, or of his duly authorized attorney, upon an authorized instrument oftransfer shall constitute a complete and sufficient authority to the Company,its Directors, officers and agents to register in the name of the transferee asnamed in the instrument of transfer the number of shares specified therein or,if no number is specified, all the shares of the registered owner represented bythe share certificates or set out in the written acknowledgement deposited withthe instrument of transfer. If no transferee is named in the instrument oftransfer, the instrument of transfer shall constitute a complete and sufficientauthority to the Company, its Directors, officers and agents to register, in thename of the person on whose behalf the instrument is deposited with the Companyfor the purpose of having the transfer registered, the number of sharesspecified in the instrument or transfer or, if no number is specified, all theshares represented by all share certificates or set out in all writtenacknowledgement deposited with the instrument of transfer.

5.4     The Company and its Directors, officersand agents shall not be bound to enquire into nor as to the tile of the personnamed in the form of transfer as transferee or, if no person is named therein stransferee, of the person on whose behalf the instrument is deposited for thepurpose of having the transfer registered, or be liable for any claim related toregistering the transfer by the shareholder or by any intermediate owner orholder of the shares, or any interest in the shares, or any share certificaterepresenting such shares or of any written acknowledgement of a right to obtaina share certificate for such shares.

5.5     There shall be paid to the Company inrespect of the registration of any transfer such sum, if any, as the Directorsmay from time to time determine.
**PART 6TRANSMISSION OF SHARES

6.1     In the case of the death of a shareholder,the survivor or survivors where the deceased was a joint registered h older ofshares, and the legal personal representative of the deceased shareholder wherehe was the sole holder, shall be the only persons recognized by the Company ashaving any title to his interest in the shares. Before recognizing any legalpersonal representative the Directors may require him to produce a Courtcertified copy of a grant of probate or letters of administration, or grant ofrepresentation, will, order or other instrument or other evidence of the deathunder which title to the shares is claimed to vest, and produce such documentsand do such things as the Business Corporations Act requires.

6.2     Upon the death or bankruptcy of ashareholder, his personal representative or trustee in bankruptcy, as the casemay be, although no a shareholder, shall have the same rights, privileges andobligations that attach to the shares formerly held by the deceased or bankruptshareholder if the documents and steps required in that regard by the BusinessCorporations Act shall have been deposited with the Company.

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6.3     Any person becoming entitled to a share inconsequence of the death or bankruptcy of a shareholder shall, upon suchdocuments and evidence being produced to the Company as the BusinessCorporations Act requires, or who becomes entitled to a share as a result of anorder of a Court of competent jurisdiction of a statute, have the right eitherto be registered as a shareholder in his representative capacity in respect ofsuch share or, if he is a personal representative or trustee in bankruptcy,instead of being registered himself, to make such transfer of the share as thedeceased or bankrupt person could have made. Notwithstanding the foregoing, theDirectors shall, as regards a transfer by a personal representative or trusteein bankruptcy, have the same right, if any, to decline or suspend registrationof a transferee as they would have in the case of a transfer of a share by thedeceased or bankrupt person before the death or bankruptcy.
**PART 7ALTERATION OF AUTHORIZED SHARE STRUCTURE, ARTICLES AND NOTICE OF ARTICLES

7.1     Subject to Article 7.6 and the provisionsof the Business Corporations Act, the Directors may by resolution change theauthorized share structure of the Company by:
 (a) creating    one or more classes or series of shares; (b) increasing,    reducing or eliminating the maximum number of shares that the Company is    authorized to issue out of any class or series of shares; (c) establishing    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; (d) subdividing    all or any of the unissued, or fully paid issued, shares of the Company with    par value into shares of smaller par value; (e) subdividing all or any of the unissued, or fully    paid issued, shares of the Company without par value; (f) consolidating all or any of the unissued, or    fully paid issued, shares of the Company with par value into shares of    larger par value; (g) consolidating    all or any of the unissued, or fully paid issued, shares of the Company    without par value; (h) 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) increase the par    value of those shares if none of the shares of that class of shares are    allotted or issued;
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 (i) eliminate    any class or series of shares of the Company if none of the shares of that    class or series of shares are allotted or issued; (j) change all or any of the unissued, or fully paid    issued, shares of the Company with par value into shares without par value; (k) change all or any of the unissued shares without    par value into shares of the Company with par value; (l) alter    the identifying name of any of the shares of the Company; and (m) otherwise    alter the authorized share structure of the Company when required or    permitted to do so by the Business Corporations Act.
7.2     The Directors may, by resolution,authorize and cause the Company to alter its Notice of Articles to reflect anychange in the authorized share structure of the Company pursuant to Article 7.1or otherwise.

7.3     The Company may, by ordinary 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.
7.4     The Company may, by ordinary resolution,alter these Articles to reflect any such creation and attachment, variation ordeletion of special rights or restrictions pursuant to Article 7.3.

7.5     Notwithstanding anything else contained inthis Part 7, no right or special right attached to issued shares may beprejudiced or interfered with unless the shareholders holding shares of theclass or series of shares to which the right or special right is attachedconsent by a separate special resolution of those shareholders.

7.6     Notwithstanding Article 7.1, if any changein the authorized share structure of the Company would result in a right orspecial right attached to issued shares being prejudiced or interfered with,special rights or restrictions being created and attached to a class or seriesof shares or special rights and restrictions being varied or deleted from aclass or series of shares, the change must be authorized as provided for inArticles 7.4 and 7.5.

7.7     Unless a different type of resolution isrequired by the Business Corporations Act or these Articles, the Directors mayby resolution authorize and cause the Company to make any alterations to itsNotice of Articles or these Articles. Without limiting the generality of theforegoing, the Directors may by resolution authorize and cause the Company toalter its Notice of Articles in order to change its name.

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7.8     Unless these Articles otherwise provide,the provisions of these Articles relating to shareholder meetings shall apply,with the necessary changes and so far as they are applicable, to a class meetingor series meeting but the quorum at a class meeting or series meeting shall beone person holding or representing by proxy one-third of the shares affected.
**PART 8PURCHASE OF SHARES

8.1     Subject to the special rights andrestriction attached to the shares of any class or series and the BusinessCorporations Act, the Company may, by a resolution of the Directors, purchase orotherwise acquire any of its shares at the price and upon the terms specified insuch resolution. The Company must not make a payment or provide any otherconsideration to purchase or otherwise acquire any of its shares if there arereasonable grounds for believing that the Company is insolvent or that makingthe payment or providing the consideration would render the Company insolvent.

8.2     If the Company retains a share redeemed,purchases or otherwise acquired by it, the Company may sell, gift or otherwisedispose of the share but, while such share is held by the Company, the Company:
 (a)is not entitled to    vote the share at a meeting of its shareholders; (b)must not pay a    dividend in respect of the share; and (c) must not make any other distribution in respect of the    share.**PART 9BORROWING POWERS

9.1     The Directors may from time to time intheir discretion authorize and cause the Company to:
 (a) borrow money in such    amount, in such manner, on such security, from such sources and upon such    terms and conditions as they think fit; (b) guarantee the    repayment of money borrowed by any person or the performance of any    obligation of any person; (c) issue bonds,    debentures, notes and other debt obligations either outright or as    continuing security for any indebtedness or liability, direct or indirect,    or obligations of the Company or of any other person; and (d) mortgage charge    (whether by way of a specific or floating charge), grant a security interest    in or give other security on the undertaking or on the whole or any part of    the property and assets of the Company, both present and future.
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9.2     Any bonds, debentures, notes or other debtobligations of the Company may be issued at a discount, premium or otherwise andwith any special privileges as to redemption, surrender, drawing, allotment ofor conversion into or exchange for shares or other securities, attending andvoting at meetings of the shareholders of the Company, appointment of Directorsor otherwise and may by their terms be assignable free from any equities betweenthe Company and the person to whom they were issued or any subsequent holderthereof, all as the Directors may determine.
**PART 10SHAREHOLDER MEETINGS

10.1     Unless an annual general meeting isdeferred or waived in accordance with the Business Corporations Act, the Companymust hold its first annual general meeting within 18 months after the date onwhich it was incorporated or otherwise recognized, and after that must hold anannual general meeting at least once in each calendar year and not more than 15months after the last annual reference date at such time and place as may bedetermined by the Directors.

10.2     If all the shareholder who are entitledto vote at an annual general meeting consent by unanimous resolution under theBusiness Corporations Act to all of the business that is required to betransacted at that annual general meeting, the annual general meeting is deemedto have been held on the date of the unanimous resolution. The shareholdersmust, in any unanimous resolution passed under this Article 10.2, select as theCompany's annual reference date a date that would be appropriate for the holderof the applicable annual general meeting.

10.3     The Directors may, whenever they thinkfit, convene a meeting of shareholders.

10.4     The Company must send notice of the date,time and location of any meeting of shareholders, in the manner provided inthese Articles, or in such other manner, if any, as may be prescribed byordinary resolution (whether or not previous notice of the resolution has beengiven or not), to each shareholder entitled to attend the meeting, to eachdirector and to the auditor of the Company, unless these Articles otherwiseprovide, at least the following number of days before the meeting:
 (a) if and for so long    as the Company is a public company, 21 days; and (b) otherwise, 10 days.
10.5     The accidental omission to send notice ofany meeting to, or the non-receipt of any notice by, any of the persons entitledto notice does not invalidate any proceedings at that meeting. Any personentitled to notice of a meeting of shareholder may, in writing or otherwise,waive or reduce the period of notice of such meeting.

10.6     The Directors may set a date as therecord date for the purpose of determining the shareholders entitled to vote atany meeting of shareholders. The record date must not precede the date on whichthe meeting is to be held by more than two months or, in the case of a generalmeeting requisitioned by shareholders under the Business Corporations Act, bymore than four months. If no record date is set, the record date is 5:00 p.m.local time at the place of the 

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Company's records office on the day immediately preceding the first date onwhich notice is sent or, if no notice is sent, the beginning of the meeting.

10.7     If a meeting of shareholders is toconsider special business within the meaning of Article 11.1, the notice ofmeeting must:
 (a) state    the general nature of the special business; and (b) if the    special business includes considering, approving, ratifying, adopting or    authorizing any document or the signing of or giving of effect to any    document, have attached to it a copy of the document or state that a copy of    the document shall 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 date set for the    holding of the meeting.**PART 11PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

11.1     At a meeting of shareholders, thefollowing business is special business:
 (a) at an annual general meeting, all business is special    business with the exception of the conduct of and voting at such meeting,    consideration of the financial statements and any reports of the Directors    or auditor, fixing or changing the number of Directors, the election or    appointment of Directors, the appointment of an auditor, fixing of the    remuneration of the auditor, business arising out of a report of the    Directors not requiring the passing of a special resolution or an    exceptional resolution and any other business which, under these Articles or    the Business Corporations Act may be transacted at a meeting of shareholders    without prior notice thereof being given to the shareholders; and (b) 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.
11.2     The majority of votes required for theCompany to pass a special resolution at a meeting of shareholders is two-thirdsof the votes cast on the resolution.

11.3     No business, other than the election of achair of the meeting and the adjournment of the meeting, may be transacted atany meeting of shareholders unless a quorum of shareholders entitled to vote ispresent at the commencement of the meeting, but a quorum need not be presentthroughout the meeting.

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11.4     Subject to the special rights andrestrictions attached to the shares of any class or series of shares, the quorumfor the transaction of business at a meeting of shareholders is two persons whoare, or who represent by proxy, shareholders who, in the aggregate, hold atleast 5% of the issued shares entitled to be voted at the meeting. If there isonly one shareholder entitled to vote at a meeting of shareholders then thequorum is one person who is, or who represents by proxy, that shareholder andthat shareholder, present in person or by proxy, may constitute the meeting.

11.5     The Directors, the senior officers of theCompany, the solicitor of the Company, the auditor of the Company (if any) andany other persons invited by the directors are entitled to attend any meeting ofshareholders, but no such person shall be counted in the quorum or be entitledto vote at any meeting of the shareholders unless that person is a shareholderor proxy holder entitled to vote at such meeting.

11.6     If within half an hour following the timeappointed for a meeting of shareholders, a quorum is not present, the meeting,if convened upon the requisition of shareholders, shall be dissolved. In anyother case the meeting shall stand adjourned to the same day in the next week,at the same time and place, and, if at the adjourned meeting a quorum is notpresent within half an hour following the time appointed for the meeting, theperson or persons present and being, or representing by proxy, a shareholder orshareholders entitled to attend and vote at the meeting shall be a quorum.

11.7     The Chair of the Board or in his absence,or if there is no Chair of the Board, the President or in his absence, or ifthere is no President, a Vice-President, if any, shall be entitled to preside aschair at every meeting of the shareholders of the Company.

11.8     If at any general meeting neither theChair of the Board nor the President nor a Vice-President is present within 15minutes after the time appointed for holding the meeting or if any of them ispresent and none of them is willing to act as chair, or if they have advised theSecretary (if any) or any director present at the meeting that they shall not bepresent at the meeting, the Directors present shall choose one of their numberto be chair, or if all the Directors present decline to take the chair or shallfail to so choose or if no Director is present, the shareholders entitled tovote at the meeting who are present in person or by proxy may choose any personpresent at the meeting to chair the meeting.

11.9     The chair of a meeting of shareholdersmay, and if so directed by the meeting must, adjourn the meeting from time totime and from place to place, but no business may be transacted at any adjournedmeeting other than the business left unfinished at the meeting from which theadjournment took place. When a meeting is adjourned for 30 days or more, noticeof the adjourned meeting shall be given as in the case of the original meeting.Safe as aforesaid, it shall not be necessary to give any notice of an adjournedmeeting or of the business to be transacted at any adjourned meeting.

11.10     No motion proposed at a meeting ofshareholders need be seconded unless the chair of the meeting rules otherwise,and the chair may propose or second a motion.

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11.11     Subject to the provisions of theBusiness Corporations Act, every motion or questions put to a vote at a meetingof shareholders shall be decided on a show of hands, unless (before or on thedeclaration of the result of the show of hands) a poll is directed by the chairor demanded by at least one shareholder entitled to vote who is present inperson or by proxy. The chair shall declare to the meeting the decision on everyquestion in accordance with the result of the show of hands or the poll, andsuch decision shall be entered in the record of proceedings of the Company. Adeclaration by the chair that a motion or question has been carried by thenecessary majority or is defeated is, unless a poll is directed by the chair ordemanded under this Article 11.11, conclusive evidence without proof of thenumber or proportion of the votes recorded in favour of or against that motionor question.

11.12     The chair of the meeting shall beentitled to vote any shares carrying the right to vote held by him but in thecase of an equality of votes, whether on a show of hands or on a poll, the chairshall not have a second or cast vote in addition to the vote or votes to whichhe may be entitled as a shareholder.

11.13     No poll may be demanded on the electionof a chair. A poll demanded on a question of adjournment shall be takenforthwith. A poll demanded on any other question shall be taken as soon as, inthe opinion of the chair, is reasonably convenient, but in no event later thanseven days after the meeting and at such time and place and in such manner asthe chair of the meeting directs. The result of the poll shall be deemed to bethe resolution of and passed at the meeting at which the poll was demanded. Anybusiness other than that upon which the poll has been demanded may be proceededwith pending the taking of the poll. A demand for a poll may be withdrawn by theperson who demanded it. In any dispute as to the admission or rejection of avote the decision of the chair made in good faith shall be final and conclusive.

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

11.15     On a poll a person entitled to cast morethan one vote need not, if he votes, use all his votes or cast all the votes heuses in the same way.

11.16     Unless the Business Corporations Act orthese Articles otherwise provide, any action to be taken by a resolution of theshareholders may be taken by an ordinary resolution.
**PART 12VOTES OF SHAREHOLDERS

12.1     Subject to any special rights orrestrictions attached to any shares and the restrictions as to voting on jointregistered holders of shares, on a show of hands every person present who is ashareholder or proxy holder and entitled to vote on the matter has one vote andon a poll every shareholder entitled to vote on the matter has one vote inrespect of each share entitled to be 

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voted on the matter and held by that shareholder and may exercise that voteeither in person or by proxy.

12.2     Any person who is not a shareholder mayvote at a meeting of shareholders, whether on a show of hands or on a poll, andmay appoint a proxy holder to act at the meeting, if, before doing so, theperson satisfies the chair of the meeting, or the Directors, that the person isa legal personal representative or a trustee in bankruptcy for a shareholder whois entitled to vote at the meeting.

12.3     Any corporation, not being a subsidiaryof the Company, which is a shareholder of the Company may be resolution of itsdirectors or other governing body authorize such person as it thinks fit to actas its representative at any meeting of shareholders of the Company, and:
 (a) for    that purpose, the instrument appointing a representative must:  (i) be received at the registered office of the    Company or at any other place specified, in the notice calling the meeting,    for the receipt of proxies, at least the number of business days specified    in the notice for the receipt of proxies, or if no number of days is    specified, two business days before the day set for the holding of the    meeting; or  (ii) be    provided, at the meeting, to the chair of the meeting or to a person    designated by the chair of the meeting; (b) if a representative is appointed    under this Article 12.3:  (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 theCompany by written instrument, fax or any other method of transmitting legiblyrecorded messages in any medium.

12.4     In the case of joint shareholdersregistered 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 shares 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 shall be counted.
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Two or more legal personal representatives of a shareholder in whose solename any share is registered in his sole name shall for the purpose of thisArticle 12.4, be deemed joint registered holders.

12.5     A member of unsound mind entitled toattend and vote, in respect of whom an order has been made by any court havingjurisdiction, may vote, whether on a show of hands or on a poll, by thiscommittee, *curator bonis*, or other person in the nature of a committee or*curator bonis* appointed by that court, and any such committee, *curatorbonis* or other person may appoint a proxy holder.

12.6     Articles 12.7 to 12.14 do not apply tothe Company if and for so long as it is a public company.

12.7     Every shareholder of the Company,including a corporation that is a shareholder but not a subsidiary of theCompany, entitled to vote at a meeting of shareholders of the Company may, byproxy, appoint one or more (but not more than five) proxy holders to attend andact at the meeting in the manner, to the extent and with the powers conferred bythe proxy. A shareholder may also appoint one or more alternate proxy holders toact in the place and stead of an absent proxy holder.

12.8     A person must not be appointed as a proxyholder unless the person is a shareholder, although a person who is not ashareholder may be appointed as a proxy holder if:
 (a) a person appointing    the proxy holder is a corporation or a representative of a corporation    appointed under Article 12.3; (b) the Company has at    the time of the meeting for which the proxy holder is to be appointed only    one shareholder entitled to vote at the meeting; or (c) the shareholders    present in person or by proxy at and entitled to vote at the meeting for    which the proxy holder is to be appointed, by a resolution on which the    proxy holder is not entitled to vote but in respect of which the proxy    holder is to be counted in the quorum, permit the proxy holder to attend and    vote at the meeting.
12.9     A proxy for a meeting of shareholders must:
 (a) be    received at the registered office of the Company or at any other place    specified, in the notice calling the meeting, for the receipt of proxies, at    least the number of business days specified in the notice, or if no number    of days is specified, two business days before the day set for the holding    of the meeting; or (b) unless    the notice provides otherwise, be provided, at the meeting, to the chair of    the meeting or to a person designated by the chair of the meeting.
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A proxy may be sent to the Company by written instrument, fax or any othermethod of transmitting legibly recorded messages in any medium.

12.10     A vote given in accordance with theterms of a proxy is valid notwithstanding the death or incapacity of theshareholder giving the proxy and despite the revocation of the proxy or therevocation of the authority under which the proxy is given, unless notice inwriting of that death, incapacity or revocation is received:
 (a) at the    registered office of the Company, at any time up to and including the last    business day before the day set for the holding of the meeting at which the    proxy is to be used; or
  (b) by the    chair of the meeting, before the vote is taken.
12.11     A proxy, whether for a specified meetingor otherwise, must be either in the following form or in any other form approvedby the Directors or the chair of the meeting:
 
Mountain Province Diamonds Inc.

   
(the "Company")

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

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

        Signed *[month, day, year]* *[Signature of shareholder]* *[Name of shareholder - printed]*
12.12     Subject to Article 12.13, every proxymay be revoked by an instrument in writing that is:
 (a) received at the registered office of the    Company at any time up to and including the last business day before the day    set for the holding of the meeting at which the proxy is to be used; or (b) provided, at the meeting, to the chair of the    meeting.
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12.13     An instrument referred to in Article12.12 must be signed as follows:
 (a) if the    shareholder for whom the proxy holder is appointed is an individual, the    instrument must be signed by the shareholder or his legal personal    representative or trustee in bankruptcy; or (b) if the    shareholder for whom tie proxy holder is appointed is a corporation, the    instrument must be signed by the corporation or by a representative    appointed for the corporation under Article 12.3.
12.14     The chair of any meeting of shareholdersmay, but need not, inquire into the authority of any person to vote at themeeting and may, but need not, demand from that person production of evidence asto the existence of the authority to vote.
**PART 13DIRECTORS

13.1     The first Directors are the personsdesignated as Directors of the Company in the Notice of Articles that applies tothe Company when the Company is recognized under the Business Corporations Act.The number of Directors, excluding additional Directors appointed under Article14.12, is set at:
 (a) subject    to paragraphs (b) and (c), that number of Directors equal to the number of    the Company's first Directors; (b) if the    Company is a public company, the greater of three and the most recently set    of:  (i) the number of    Directors set by ordinary resolution (whether or not previous notice of the    resolution was given); and  (ii)the number of directors set under Article 14.5; (c) if the Company is not a public company, the most    recently set of:  (i) the number of Directors set by ordinary resolution (whether    or not previous notice of the resolution was given); and  (ii) the number of Directors set under Article 14.5.
13.2     If the number of Directors is set underArticles 13.1(b)(i) or 13.1(c)(ii):
 (a) the shareholders may elect or appoint the Directors needed    to fill any vacancies in the board of Directors up to that number; or (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.
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13.3     An act or proceeding of the Directors isnot invalid merely because fewer than the number of directors set or otherwiserequired under these Articles are in office.

13.4     A Director is not required to hold ashare in the capital of the Company as qualification for his office but must bequalified as required by the Business Corporations Act to become, act orcontinue to act as a director.

13.5     The Directors are entitled to theremuneration for acting as Directors, if any, as the Directors may from time totime determine. If and for so long as the Directors so decide from time to time,or as they may rescind such decisions from time to time, the remuneration of theDirectors, if any, may be determined by the shareholders. That remuneration maybe in addition to any salary or other remuneration paid to any officer oremployee of the Company as such, who is also a Director. The Company mustreimburse each Director for the reasonable expenses that he may incur in andabout the business of the Company. If a Director performs any professional orother services for the Company that in the opinion of the Directors are outsidethe ordinary duties of a Director or shall otherwise be specially occupied in orabout the Company's business, he may be paid remuneration to be fixed by theBoard, or, at the option of such Director, by ordinary resolution, and suchremuneration may be either in addition to or in substitution for any otherremuneration that he may be entitled to receive. Unless otherwise determined byordinary resolution, the Directors on behalf of the Company may pay a gratuity,pension or retirement allowance to any Director who has held any salaried officeor place of profit with the Company or to his spouse or dependents and may makecontributions to any fund and pay premiums for the purchase or provision of anysuch gratuity, pension or allowance.
**PART 14ELECTION AND REMOVAL OF DIRECTORS

14.1     At each annual general meeting and inevery unanimous resolution contemplated by Article 10.2 of the Company, all theDirectors shall retire and the shareholders entitled to vote at the meetingshall elect, or in the unanimous resolution appoint, a Board of Directorsconsisting of the number of Directors for the time being fixed pursuant to theseArticles.

14.2     A retiring Director shall be eligible forre-election or re-appointment.

14.3     No election, appointment or designationof 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.
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14.4     Where the Company fails to hold an annualgeneral meeting and the shareholders who are entitled to vote at an annualgeneral meeting fail to pass the unanimous resolution contemplated by Article10.2, or where the shareholders fail at the annual general meeting or in theunanimous resolution contemplated by Article 10.2 to elect or appoint anyDirectors, then each Director then in office continues to hold office until theearlier of the date on which his successor is elected or appointed and the dateon which he otherwise ceases to hold office under the Business Corporations Actor these Articles

14.5     If at any meeting of shareholders atwhich there should be an election of Directors, the places of any of theretiring Directors are not filled by such election, such of the retiringDirectors who are not re-elected as may be requested by the newly electedDirectors shall, if willing to do so, continue in office to complete the numberof Directors for the time being fixed pursuant to these Articles until furthernew Directors are elected at a meeting of shareholders convened for the purpose.If any such election or continuance of Directors does not result in the electionor continuance of the number of Directors for the time being fixed pursuant tothese Articles such number shall be fixed at the number of Directors actuallyelected or continued in office.

14.6     Any casual vacancy occurring in the Boardof Directors may be filled by the remaining Directors or Director.

14.7     The Directors may act notwithstanding anyvacancy in the Board, but if the Company has fewer Directors in office than thenumber set pursuant to these Articles as the quorum of Directors, the Directorsmay only act for the purpose of appointing Directors up to that number orsummoning a meeting of shareholders for the purpose of filling any vacancies onthe Board or, subject to the Business Corporations Act, for any other purpose.

14.8     If the Company has no Directors or fewerDirectors in office than the number set pursuant to these Articles as the quorumof Directors, the shareholders may elect or appoint Directors to fill anyvacancies on the Board.

14.9     A Director ceases to be a Director when:
 (a) the term of office    of the Director expires; (b) the Director dies; (c) the Director resigns his office by notice in writing    provided to the Company or to a lawyer for the Company; or (d) the director is removed from office pursuant to Articles    14.10 or 14.11.
14.10     The Directors may by resolution removeany Director before the expiration of his term of office and may by resolutionappoint another person in his stead.

14.11     The Directors may remove any Directorbefore the expiration of his term of office if the Director is convicted of anyindictable offence, or if the Director ceases to be qualified to act as a 

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director of a company under the Business Corporations Act and does notpromptly resign, and the Directors may appoint a Director to fill the resultingvacancy.

14.12     Notwithstanding Articles 13.1 and 13.2,between annual general meetings or unanimous resolutions contemplated by Article10.2, the Directors may appoint one or more additional Directors but the numberof additional Directors shall not at any time exceed:
 (a)1⁄3 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, 1⁄3    of the number of the current Directors who were elected or appointed as    Directors other than under this Article 14.12.
Any Director so appointed ceases to hold office immediately before the nextelection or appointment of Directors under Article 14.1, but is eligible forre-election or re-appointment.
**PART 15ALTERNATE DIRECTORS

15.1     Any Director (an "appointor") may bynotice in writing received by the Company appoint any person (an "appointee")who is qualified to act as a director to be his alternate to act in his place atmeetings of the Directors or committees of the Directors at which the appointoris not present unless (in the case of an appointee who is not a Director) theDirectors have reasonably disapproved the appointment of such person as analternate Director and have given notice to that effect to his appointor withina reasonable time after the notice of appointment is received by the Company.

15.2     Every alternate Director so appointed isentitled to notice of meetings of the Directors and of committees of theDirectors of which his appointor is a member and to attend and vote as aDirector at any such meetings at which his appointor is not present.

15.3     A person may be appointed as an alternateDirector by more than one Director, and an alternate Director:
 (a) shall be counted in    determining the quorum for a meeting of Directors once for each of his    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 appointors and, in the case of an    appointee who is also a Director, an additional vote in that capacity; (c) shall be counted in    determining the quorum for a meeting of a committee of Directors once for    each of his 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; and
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 (d) has a separate vote    at a meeting of a committee of Directors for each of his 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     Every alternate Director, if authorizedby the notice appointing him, may sign in place of his appointor any resolutionsto be consented to in writing.

15.5     Every alternate Director is deemed not tobe the agent of his appointor.

15.6     An appointor may at any time, by noticein writing received by the Company, revoke the appointment of an alternateDirector appointed by him.

15.7     The appointment of an alternate Directorceases when:
 (a) is appointor ceases to be a Director and is not promptly    re-elected or reappointed; (b) the alternate    Director dies; (c) the alternate    Director resigns as an alternate Director by notice in writing provided to    the Company or a lawyer for the Company; (d) the alternate    Director ceases to be qualified to act as a director; or (e) his appointor    revokes the appointment of the alternate Director.
15.8     The Company may reimburse an alternateDirector for the reasonable expenses that would be properly reimbursed if hewere a Director, and the alternate Director is entitled to receive from theCompany such proportion, if any, of the remuneration otherwise payable to theappointor as the appointor may from time to time direct, but payment of suchremuneration in every case to the appointor by the Company is a good andsufficient discharge of the Company's obligations in that regard and the Companyneed not enquire into or be concerned with the state of account betweenappointor and appointee.
**PART 16POWERS AND DUTIES OF DIRECTORS

16.1     The Directors must, subject to theBusiness Corporations Act and these Articles, manage, or supervise themanagement of, the affairs and business of the Company and shall have authorityto exercise all such powers of the Company as are not, by the BusinessCorporations Act or by these Articles, required to be exercised by theshareholders of the Company.

16.2     The Directors may from time to time bypower of attorney or other instrument under the seal of the Company (if suchseal is so required by law) appoint any person to be the attorney of the Companyfor such purposes, and with such powers, authorities and discretions (notexceeding those vested in or exercisable by the Directors under these Articlesand excepting the powers of the Directors relating to the constitution of theBoard and of any of its committees and 

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the appointment or removal of officers and the power to declare dividends)and for such period, with such remuneration and subject to such conditions asthe Directors may think fit. Any such power of attorney may contain suchprovisions for the protection or convenience of persons dealing with suchattorney as the Directors think fit. Any such attorney may be authorized by theDirectors to sub-delegate all or any of the powers, authorities and discretionsfor the time being vested in him or her.
**PART 17DISCLOSURE OF INTEREST OF DIRECTORS AND SENIOR OFFICERS

17.1     A Director or senior officer who has,directly or indirectly, a material interest in an existing or proposed materialcontract or transaction of the Company or who holds any office or possesses anyproperty whereby, directly or indirectly, a duty or interest might be created toconflict with his duty or interest as a Director or senior officer, shalldeclare the nature and extent of his interest in such contract or transaction orof the conflict or potential conflict with his duty and interest as a Directoror senior officer, as the case may be, in accordance with the provisions of theBusiness Corporations Act. A Director shall not vote in respect of any suchproposed material contract or transaction and if he shall do so his vote shallnot be counted, but he shall be counted in the quorum present at the meeting atwhich such vote is taken. Notwithstanding the foregoing, if all of the Directorshave a material interest in a proposed material contract or transaction, any orall of those Directors may vote on a resolution to approve the contract ortransaction.

17.2     Subject to the provisions of the BusinessCorporations Act, a Director or senior officer need not disclose an interest inthe following types of contracts and transactions, and a Director need notrefrain from voting in respect of the following types of contracts andtransactions:
 (a) a    contract or transaction where both the Company and the other party to the    contract or transaction are wholly owned subsidiaries of the same    corporation; (b) a    contract or transaction where the Company is a wholly owned subsidiary of    the other party to the contract or transaction; (c) a contract or transaction where the other party    to the contract or transaction is a wholly owned subsidiary of the Company; (d) a    contract or transaction where the Director or senior officer is the sole    shareholder of the Company or of a corporation of which the Company is a    wholly owned subsidiary; (e) an    arrangement by way of security granted by the Company for money loaned to,    or obligations undertaken by, the Director or senior officer, or a person in    whom the director or senior officer has a material interest, for the benefit    of the Company or an affiliate of the Company.
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 (f) a loan to the Company, which a Director or    senior officer or a specified corporation or a specified firm in which he    has a material interest has guaranteed or joined in guaranteeing the    repayment of the loan or any part of the loan; (g) any contract or transaction made or to be made    with, or for the benefit of a corporation that is affiliated with the    Company and the Director or senior officer is also a director or senior    officer of that corporation or an affiliate of that corporation; (h) any    contract by a Director to subscribe for or underwrite shares or debentures    to be issued by the Company or a subsidiary of the Company; (i) determining    the remuneration of the Director or senior officer in that person's capacity    as Director, officer, employee or agent of the Company or an affiliate of    the Company; (j) purchasing    and maintaining insurance to cover a Director or senior officer against    liability incurred by them as a Director or senior officer; or (k) the    indemnification of any Director or senior officer by the Company.
The foregoing exceptions may from time to time be suspended or amended to anyextent approved by the Company in general meeting and permitted by the BusinessCorporations Act, either generally or in respect of any particular contract ortransaction or for any particular period.

17.3     A Director may hold any office orappointment with the Company (except as auditor of the Company) in conjunctionwith this office of Director for such period and on such terms (as toremuneration or otherwise) as the Directors may determine and no Director orintended Director shall be disqualified by his office from contracting with theCompany either with regard to his tenure of any such other office or appointmentor as vendor, purchaser or otherwise and no contract or transaction entered intoby or on behalf of the Company in which a Director is in any way interestedshall be liable to be voided by reason thereof.

17.4     Subject to the Business Corporations Act,a Director or officer, or any person in which a Director or officer has aninterest, may act in a professional capacity for the Company (except as auditorof the Company) and the Director or officer or such person shall be entitled toremuneration for professional services as if he were not a Director or officer.

17.5     A Director or officer may be or become adirector or officer or employee of, or otherwise interested in, any person inwhich the Company may be interested as a shareholder or otherwise, and, subjectto the Business Corporations Act, such Director or officer shall not beaccountable to the Company for any remuneration or other benefits received byhim as director, officer or employee of, or from his interest in, such othercorporation or firm.

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**PART 18PROCEEDINGS OF DIRECTORS

18.1     The Chair of the Board or, in his absenceor if there is no Chair of the Board, the President if any and if the presidentis a Director, shall preside as chair at every meeting of the Directors.

18.2     If at any meeting of Directors neitherthe Chair of the Board nor the President, if a Director, is present within 15minutes after the time appointed for holding the meeting or if neither the Chairof the Board nor the President, if a Director, is willing to act as chair or ifthe Chair of the Board and the President, if a Director, have advised theSecretary, if any, or any other Director, that they shall not be present at themeeting, then the Directors present shall choose one of their number to chairthe meeting.

18.3     The Directors may meet together for thedispatch of business, adjourn and otherwise regulate their meetings as theythink fit, and meetings of the Directors held at regular intervals may be heldat the place, at the time and on the notice, if any, as the Directors may fromtime to time determine. Questions arising at any meeting shall be decided by amajority of votes. In case of an equality of votes the chair shall not have asecond or casting vote.

18.4     A Director may participate in a meetingof the Directors or of any committee of the Directors in person or by telephoneif all Directors participating in the meeting, whether in person or by telephoneor other communications medium, are able to communicate with each other. ADirector may participate in a meeting of the Directors or of any committee ofthe Directors by a communications medium other than telephone if all Directorsparticipating in the meeting, whether in person or by telephone or othercommunications medium, are able to communicate with each other and if allDirectors who wish to participate in the meeting agree to such participation. ADirector who participates in a meeting in a manner contemplated by this Article18.4 is deemed for all purposes of the Business Corporations Act and theseArticles to be present at the meeting and to have agreed to participate in thatmanner.

18.5     A Director may at any time, and theSecretary or an Assistant Secretary, if any, upon request of a Director shall,call a meeting of the Board.

18.6     Other than for meetings held at regularintervals as determined by the Directors pursuant to Article 18.3, reasonablenotice of each meeting of the Directors, specifying the place, day and time ofthat meeting must be given to each of the Directors and the alternate Directorsby any method set out in Article 24.1 or orally or by telephone.

18.7     It is not necessary to give notice of ameeting 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
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 (b) the    Director or alternate Director, as the case may be, has waived notice of the    meeting.
18.8     The accidental omission to give notice ofany meeting of Directors to, or the non-receipt of any notice by, any Directoror alternate Director, does not invalidate any proceeding at that meeting.

18.9     Any Director or alternate Director maysend to the Company a document signed by him waiving notice of any past, presentor future meeting or meetings of the Directors and may at any time withdraw thewaiver with respect to meetings held after that withdrawal. After sending awaiver with respect to all future meetings and until that waiver is withdrawn,no notice of meetings of Directors shall be sent to that Director and, unlessthe Director otherwise requires by notice in writing to the Company, to hisalternate Director, and all meetings of the Directors so held are deemed not tobe improperly called or constituted by reason of notice not having been given tosuch Director or alternate Director.

18.10     The quorum necessary for the transactionof the business of the Directors may be fixed by the Directors and, if not sofixed, is deemed to be set at two Directors or, if the number of Directors isset at one, is deemed to be set at one Director, and that Director mayconstitute a meeting.

18.11     Subject to the provisions of theBusiness Corporations Act, an act of a Director or officer is not invalid merelybecause of an irregularity in the election or appointment or a defect in thequalification of that Director or officer.

18.12     A resolution of the Directors or anycommittee of the Directors consented to in writing by all of the Directorsentitled to vote on it, whether by signed document, fax, email or any othermethod of transmitting legibly recorded messages in any medium, is as valid andeffective as if it had been passed at a meeting of the Directors or of thecommittee of the Directors duly called and held. Such resolution may be in twoor more counterparts which together are deemed to constitute one resolution inwriting. A resolution passed in that manner is effective on the date stated inthe resolution or on the latest date stated on any counterpart. A resolution ofthe Directors or of any committee of the Directors passed in accordance withthis Article 18.12 is deemed to be a proceeding at a meeting of Directors or ofthe committee of the Directors and to be as valid and effective as if it hadbeen passed at a meeting of the Directors or of the committee of the Directorsthat satisfies all the requirements of the Business Corporations Act and all therequirements of these Articles relating to meetings of the Directors or of acommittee of the Directors.
**PART 19EXECUTIVE AND OTHER COMMITTEES

19.1     The Directors may by resolution appointan Executive Committee consisting of such member or members of the Board as theythink fit, which Committee shall have, and may exercise during the intervalsbetween the meetings of the Board, all the powers vested in the Board except thepower to fill vacancies in the Board, the power to remove a Director, the power 

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to change the membership of or fill vacancies in said Committee or any othercommittee of the Board and such other powers, if any, as may be specified in theresolution or any subsequent Directors' resolution. The said Committee shallkeep regular minutes of its transactions and shall cause them to be recorded inbooks kept for that purpose, and shall report the same to the Board at suchtimes as the Board may from time to time require. The Board shall have the powerat any time to revoke or override the authority given to or acts done by theExecutive Committee except as to acts done before such revocation or overridingand to terminate the appointment or change the membership of such Committee andto fill vacancies in it.

19.2     The Directors may by resolution appointone or more other committees consisting of such member or members of the Boardas they think fit and may delegate to any such committee between meetings of theBoard such powers of the Board (except the power to fill vacancies in the Board,the power to remove a Director, the power to change the membership of or fillvacancies in any committee of the Board and the power to appoint or removeofficers appointed by the Board) subject to such conditions as may be prescribedin such resolution or any subsequent Directors' resolution, and all committeesso appointed shall keep regular minutes of their transactions and shall causethem to be recorded in books kept for that purpose, and shall report the same tothe Board at such times as the Board may from time to time require. TheDirectors shall also have power at any time to revoke or override any authoritygiven to or acts to be done by any such committee except as to acts done beforesuch revocation or overriding and to terminate the appointment or change themembership of a committee and to fill vacancies in it.

19.3     Any committee appointed under this Part,in the exercise of the powers delegated to it, must confirm to any rules thatmay from time to time be imposed on it by the Directors. Committees appointedunder this Part may make rules for the conduct of their business and may appointsuch assistants as they may deem necessary. A majority of the members of acommittee shall constitute a quorum thereof.

19.4     Committees appointed under this Part maymeet and adjourn as they think proper. The committee may elect a member of thecommittee to chair its meetings but, if no such member to chair the meeting iselected, or if at a meeting the member elected to chair the meeting is notpresent within 15 minutes after the time set for holding the meeting, theDirectors present who are members of the committee may choose one of theirnumber to chair the meeting. Questions arising at any meeting of a committeeshall be determined by a majority of votes of the members of the committeepresent, and in case of an equality of votes the chair shall not have a secondor casting vote. The provisions of Article 18.12 shall apply *mutatis mutandis*to resolutions consent to in writing by the members of a committee appointedunder this Part.
**PART 20OFFICERS

20.1     The Directors may, from time to time,appoint such officers, if any, as the Directors shall determine and theDirectors may at any time terminate or vary any such appointment. No officershall be appointed unless he is qualified in accordance with the provisions ofthe Business Corporations Act.

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20.2     One person may hold more than oneposition as an officer of the Company. Any person appointed as the Chair of theBoard or as the Managing Director must be a Director; save as aforesaid, noother officer need be a Director.

20.3     The remuneration of the officers of theCompany as such and the terms and conditions of their tenure of office oremployment shall from time to time be determined by the Directors. Suchremuneration may be by way of salary, fees, wages, commission or participationin profits or any other means or all of these modes and an officer may inaddition to such remuneration be entitled to receive after he ceases to holdsuch office or leaves the employment of the Company a gratuity, pension orretirement allowance.

20.4     The Directors may decide what functionsand duties each officer shall perform and may entrust to and confer upon him anyof the powers exercisable by the Directors upon such terms and conditions andwith such restrictions as the Directors think fit and may from time to timerevoke, withdraw, alter or vary all or any of such functions, duties and powers.
**PART 21INDEMNITY AND PROTECTION OF DIRECTORS, OFFICERS AND EMPLOYEES

21.1     Subject to the provisions of the BusinessCorporations Act, the Directors shall cause the Company to indemnify a Director,officer or alternate Director or a former Director, officer or alternateDirector of the Company or a person who, at the request of the Company, is orwas a director, alternate director or officer or another corporation, at a timewhen the corporation is or was an affiliate of the Company or a person who, atthe request of the Company, is or was, or holds or held a position equivalent tothat of, a director, alternate director or officer of a partnership, trust,joint venture or other unincorporated entity (in each case, an "eligibleparty"), and the heirs and personal representatives of any such eligible party,against all judgments, penalties or fines awarded or imposed in, or an amountpaid in settlement of, a legal proceeding or investigative action (whethercurrent, threatened, pending or completed) in which such eligible party or anyof the heirs and personal representatives of such eligible party, by reason ofsuch eligible party being or having been a Director, alternate Director orofficer or holding or having held a position equivalent to that of a Director,alternate Director or officer, is or may be joined as a party or is or may beliable for or in respect of a judgment, penalty or fine in, or expenses relatedto the proceeding. Provided the Company first receives a written undertakingfrom the eligible party to repay amounts advanced if so required under theBusiness Corporations Act, the Directors shall cause the Company to pay, as theyare incurred in advance of the final disposition of the proceeding, the costs,charges and expenses, including legal and other fees actually and reasonablyincurred by the eligible party in respect of the proceeding. After the finaldisposition of the proceeding, the Directors shall cause the Company to pay theexpenses actually and reasonably incurred by the eligible party in respect ofthe proceeding, to the extent the eligible party has not already been reimbursedfor such expenses, subject to the provisions of the Business Corporations Act.Each Director, alternate Director and officer of the Company on being elected orappointed shall be deemed to have contracted with the Company on the terms ofthe foregoing indemnity.

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21.2     Subject to the provisions of the BusinessCorporations Act, the Company may indemnify any person.

21.3     The failure of a Director, alternateDirector or officer of the Company to comply with the provisions of the BusinessCorporations Act or these Articles shall not invalidate any indemnity to whichhe is entitled under this Part.

21.4     The Directors may cause the Company topurchase and maintain insurance for the benefit of any person (or his heirs orlegal personal representatives) who is or was a Director, officer, alternateDirector, employee or agent of the Company or a person who, at the request ofthe Company, is or was a director, alternate director, officer, employee oragent of another corporation, at a time when the corporation is or was anaffiliate of the Company or a person who, at the request of the Company, is orwas or holds or held a position equivalent to that of a director, alternatedirector, officer, employee or agent of a partnership, trust, joint venture orother unincorporated entity and the person's heirs or personal representativesagainst any liability incurred by the person as such Director, alternateDirector, director, alternate director, officer, employee, agent or person whoholds or held such equivalent position.
**PART 22DIVIDENDS AND RESERVES

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

22.2     Subject to the Business Corporations Act,the Directors may from time to time and at any time declare and authorizepayment of such dividends on such class or series of shares of the Company asthey may deem advisable, to the exclusion of any other class or series ofshares.

22.3     The Directors need not give notice to anyshareholder of any declaration under Article 22.2.

22.4     The Directors may set a date as therecord date for the purpose of determining shareholders entitled to receivepayment of a dividend. The record date must not precede the date on which thedividend is to be paid by more than two months. If no record date is set, therecord date is 5:00 p.m. local time at the place of the registered office of theCompany on the date on which the Directors pass the resolution declaring thedividend.

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

22.6     If any difficulty arises in regard to adistribution under Article 22.5, the Directors may settle the difficulty as theydeem appropriate, and, in particular, may:
 (a) set the value for    distribution of specific assets;
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 (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     Any dividend may be made payable on suchdate as is fixed by the Directors.

22.8     All dividends on shares of any class orseries of shares must be declared and paid according to the number of suchshares held.

22.9     If several persons are joint shareholdersof 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     No dividend bears interest against theCompany.

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

22.12     Any dividend or other distributionpayable in cash in respect of shares may be paid by cheque, made payable to theorder of the person to whom it is sent, and mailed to the address of theshareholder, or in the case of joint shareholders, to the address of the jointshareholder who is first named on the central securities register, or to theperson and to the address the shareholder or joint shareholders may direct inwriting. The mailing of such cheque shall, to the extent of the sum representedby the cheque (plus the amount of the tax or other amount required by law to bededucted), discharge all liability for the dividend unless such cheque is notpaid on presentation or the amount of such tax or other amount so deducted isnot paid to the appropriate taxing or other authority.

22.13     Notwithstanding anything contained inthese Articles, the Directors may from time to time capitalize any surplus ofthe 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 thesurplus or any part of the surplus.
**PART 23DOCUMENTS, RECORDS AND REPORTS

23.1     The Directors must cause adequateaccounting records to be kept to record properly the financial affairs andcondition of the Company and to comply with the Business Corporations Act.

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

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**PART 24NOTICES

24.1     Unless the Business Corporations Act orthese Articles provides otherwise, a notice, statement, report or other recordrequired or permitted by the Business Corporations Act or these Articles to besent 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; and  (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; and  (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; or (e) physical    delivery to the intended recipient.
24.2     A record that is mailed to a person byordinary mail to the applicable address for that person referred to in Article24.1 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     A certificate signed by the Secretary, ifany, or other officer of the Company or of any other corporation acting in thatbehalf for the Company stating that a notice, statement, report or other recordwas addressed as required by Article 24.1, prepaid and mailed or otherwise sentas permitted by Article 24.1 is conclusive evidence of that fact.

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24.4     A notice, statement, report or otherrecord may be provided by the Company to the joint shareholders of a share byproviding the notice to the joint shareholder first named in the centralsecurities register in respect of the share.

24.5     A notice, statement, report or otherrecord may be provided by the Company to the persons entitled to a share inconsequence 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 (a)(ii) has not been supplied to the    Company, by giving the notice in a manner in which it might have been given    if the death, bankruptcy or incapacity had not occurred.**PART 25SEAL

25.1     Except as provided in Articles 25.2 and25.3, the Company's seal, if any, must not be impressed, affixed or otherwisereproduced on any record except when that impression is attested by thesignatures 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     For the purpose of certifying under seala certificate of incumbency of the Directors or officers of the Company or atrue copy of any resolution or other document, despite Article 25.1, theimpression of the seal may be attested by the signature of any Director orofficer.

25.3     The Directors may authorize the seal tobe impressed or otherwise reproduced by third parties on share certificates orbonds, debentures or other securities of the Company as they may determineappropriate from time to time. To enable the seal to be impressed or otherwisereproduced on any share certificates or bonds, debentures or other securities ofthe Company, whether in definitive or interim form, on which facsimiles of anyof the signatures of the Directors or officers of the Company are, in accordancewith the Business Corporations Act or  

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these Articles, printed or otherwisemechanically reproduced, there may be delivered to the person employed toengrave, lithograph or print such definitive or interim share certificates orbonds, debentures or other securities one or more unmounted dies or imagesreproducing the seal and the Chair of the Board or any senior officer togetherwith the Secretary, Treasurer, Secretary-Treasurer, an Assistant Secretary, anAssistant Treasurer or an Assistant Secretary-Treasurer may in writing authorizesuch person to cause the seal to be impressed or otherwise reproduced on suchdefinitive or interim share certificates or bonds, debentures or othersecurities by the use of such dies. Share certificates or bonds, debentures orother securities to which the seal has been so impressed or otherwise reproducedare for all purposes deemed to be under and to bear the seal impressed orotherwise reproduced on them.
**PART 26PROHIBITIONS

26.1     In this Part 26:
 (a) "designated    security" means:  (i) a voting security    of the Company;  (ii) a security of the    Company that is not a debt security and that carries a residual right to    participate in the earnings of the Company or, on the liquidation or winding    up of the Company, in its assets; or  (iii) a security of the    Company convertible, directly or indirectly, into a security described in    paragraph (i) or (ii); (b) "security"    has the meaning assigned in the *Securities Act* (British Columbia); (c) "voting    security" means a security of the Company that:  (i) is not a debt security; and  (ii)carries a voting right either under all circumstances or    under some circumstances that have occurred and are continuing.
26.2     Article 26.3 does not apply to theCompany if and for so long as it is a public company or a pre-existing reportingcompany which has the Statutory Reporting Company Provisions as part of itsArticles or to which the Statutory Reporting Company Provisions apply.

26.3     No share or designated security may besold, transferred or otherwise disposed of without the consent of the Directorsand the Directors are not required to give any reason for refusing to consent toany such sale, transfer or other disposition.

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