---

Incorporation number: BC0446397

Miranda Gold Corp.(the "Company")

EFFECTIVE DATE OF ARTICLESSeptember 22, 2005

|The Company has as its articles the following articles. |                
|------------------------------------------------------- | ---------------
|Full name and signature of authorized signatory         | Date of signing

|Dennis Higgs         |  | July
      27, 2005
|---------------------- |  | -------------------
|Dennis Higgs, Director |  |                    

ARTICLES

|1.  | INTERPRETATION                                | 2 
|--- | --------------------------------------------- | --
|2.  | SHARES AND SHARE CERTIFICATES                 | 2 
|3.  | ISSUE OF SHARES                               | 4 
|4.  | SHARE REGISTERS                               | 5 
|5.  | SHARE TRANSFERS                               | 5 
|6.  | TRANSMISSION OF SHARES                        | 7 
|7.  | PURCHASE OF
      SHARES                      | 7 
|8.  | BORROWING POWERS                              | 8 
|9.  | ALTERATIONS                                   | 9 
|10. | MEETINGS OF SHAREHOLDERS                      | 10
|11. | PROCEEDINGS
      AT MEETINGS OF SHAREHOLDERS | 12
|12. | VOTES OF SHAREHOLDERS                         | 16
|13. | DIRECTORS                                     | 21
|14. | ELECTION AND REMOVAL OF DIRECTORS             | 22
|15. | ALTERNATE DIRECTORS                           | 25
|16. | POWERS AND DUTIES OF DIRECTORS                | 26
|17. | DISCLOSURE OF INTEREST OF DIRECTORS           | 27
|18. | PROCEEDINGS OF DIRECTORS                      | 29
|19. | EXECUTIVE AND OTHER COMMITTEES                | 31
|20. | OFFICERS                                      | 33
|21. | INDEMNIFICATION                               | 34
|22. | DIVIDENDS                                     | 35
|23. | DOCUMENTS, RECORDS AND REPORTS                | 37
|24. | NOTICES                                       | 37
|25. | SEAL                                          | 39
|26. | PROHIBITIONS                                  | 39

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1.        
INTERPRETATION

1.1       Definitions

In these Articles, unless the context otherwise requires:

|(1) | "board of directors", "directors" and "board" mean the
      directors or sole director of the Company for the time being;                                                                                                              
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                         
|(2) | "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;
|    |                                                                                                                                                                                                                                         
|(3) | "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;              
|    |                                                                                                                                                                                                                                         
|(4) | "legal personal representative" means the personal or
      other legal representative of the shareholder;                                                                                                                              
|    |                                                                                                                                                                                                                                         
|(5) | "registered address" of a shareholder means the
      shareholder's address as recorded in the central securities
    register;                                                                                                         
|    |                                                                                                                                                                                                                                         
|(6) | "seal" means the seal of the Company, if
  any.                                                                                                                                                                                         

1.2Business
Corporations ActandInterpretation ActDefinitions 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 set out herein. 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        Form of
Share Certificate

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

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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 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:

|(1) | order the share certificate or acknowledgment, as the
      case may be, to be cancelled; and
|--- | ---------------------------------------------------------------------------------------------
|    |                                                                                              
|(2) | 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:

|(1) | proof satisfactory to them that the share certificate or
      acknowledgment is lost, stolen or destroyed; and
|--- | ---------------------------------------------------------------------------------------------------------------
|    |                                                                                                                
|(2) | 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

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surrendered share certificate and issue replacement share
certificates in accordance with that request.

2.8        Certificate
Fee

There must be paid as a fee to the Company for issuance 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 and Partial Interests in Shares

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:

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|(1) | consideration is provided to the Company for the issue of
      the share by one or more of the following:                                                                                                  
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                             
|    | (a)                                                                                                                                                                                                         
|    |                                                                                                                                                                                                             
|    | (b)                                                                                                                                                                                                         
|    |                                                                                                                                                                                                             
|    | (c)                                                                                                                                                                                                         
|    |                                                                                                                                                                                                             
|(2) | the directors in their discretion have determined that
      the value of the consideration received by the Company is equal to or
      greater than the issue price set for the share under Article
  3.1.

3.5        Share
Purchase Warrants and Rights

Subject to the Business Corporations Act, the Company
may issue share purchase warrants, options, convertible debentures and rights
upon such terms and conditions as the directors determine, which share purchase
warrants, options, convertible debentures 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 and any Branch Securities Register

As required by and subject to the Business Corporations
Act, the Company must maintain a central securities register and may
maintain a branch securities register. The directors may, subject to the
Business Corporations Act, appoint an agent to maintain the central
securities register or any branch 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:

|(1) | a duly signed instrument of transfer in respect of the
      share has been received by the Company;
|--- | ----------------------------------------------------------------------------------------------------

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|(2) | 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                                                                              
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                           
|(3) | 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.

For the purpose of this Article, delivery or surrender to the
agent which maintains the Companys central securities register or a branch
securities register, if applicable, will constitute receipt by or surrender 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.

5.4        Signing
of Instrument of Transfer

If a shareholder, or his or her duly authorized attorney, signs
an authorized 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:

|(1) | in the name of the person named as transferee in that
      instrument of transfer; or                                                                                                                    
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                           
|(2) | 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

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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 as a fee to the Company, in relation to the
registration of any transfer, the amount, if any, determined by the
directors.

6.         
TRANSMISSION OF 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 a declaration of transmission
made by the legal personal representative stating the particulars of the
transmission, 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 with respect to the shares as were held by the
shareholder, including the right to transfer the shares in accordance with these
Articles, provided the documents required by the Business Corporations
Act and the directors have been deposited with the Company.

7.         
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 resolution of the directors,
purchase, redeem 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, redeem or otherwise acquire any of its shares if
there are reasonable grounds for believing that:

|(1) | the Company is insolvent; or                                                               
|--- | -------------------------------------------------------------------------------------------
|    |                                                                                            
|(2) | making the payment or providing the consideration would
      render the Company insolvent.

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7.3        Redemption of
Shares

If the Company proposes to redeem some but not all of the
shares of any class, the Directors may, subject to any special rights and
restrictions attached to such class of shares, decide the manner in which the
shares to be redeemed shall be selected.

7.4        Sale and
Voting of Purchased Shares

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

|(1) | is not entitled to vote the share at a meeting of its
      shareholders;
|--- | -------------------------------------------------------------------------
|    |                                                                          
|(2) | must not pay a dividend in respect of the share;
    and                 
|    |                                                                          
|(3) | must not make any other distribution in respect of the
      share.      

8.         
BORROWING POWERS

8.1        Powers of
Company

The Company, if authorized by the directors, may:

|(1) | borrow money in the manner and amount, on the security,
      from the sources and on the terms and conditions that the directors
      consider appropriate;                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                               
|(2) | 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;
|    |                                                                                                                                                                                                                                                               
|(3) | guarantee the repayment of money by any other person or
      the performance of any obligation of any other person; and                                                                                                                                      
|    |                                                                                                                                                                                                                                                               
|(4) | 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.                            

8.2        Bonds,
Debentures, Debt

Any bonds, debentures or other debt obligations of the Company
may be issued at a discount, premium or otherwise, or with special privileges as
to redemption, surrender, drawing, allotment of or conversion into or exchange
for shares or other securities, attending and voting at general meetings of the
Company, appointment of Directors or otherwise and may, by their terms, be
assignable free from any equities between the Company and the person to whom
they were issued or any subsequent holder thereof, all as the Directors may
determine.

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9.         
ALTERATIONS

9.1        Alteration of
Authorized Share Structure

Subject to Article 9.2 and the Business Corporations
Act, the Company may:

|(1) | by directors' resolution or by ordinary resolution, in
      each case as determined by the directors:
|--- | ------------------------------------------------------------------------------------------------------
|    |                                                                                                       
|    | (a)                                                                                                   
|    |                                                                                                       
|    | (b)                                                                                                   
|
|
|    |                                                                                                       
|    | (c)                                                                                                   
|    |                                                                                                       
|    | (d)                                                                                                   
|    |                                                                                                       
|    |                                                                                                       
|    |                                                                                                       
|    |                                                                                                       
|    |                                                                                                       
|    | (e)                                                                                                   
|    |                                                                                                       
|    | (f)                                                                                                   
|    |                                                                                                       
|(2) | by ordinary resolution otherwise alter its shares or
      authorized share structure.                

9.2        Special
Rights and Restrictions

Subject to the Business Corporations Act, the Company
may:

|(1) | by directors' resolution or by ordinary resolution, in
      each case as determined by the directors, create special rights or
      restrictions for, and attach those special rights or restrictions to, the
      shares of any class or series of shares, if none of those shares has been
      issued; or vary or delete any special rights or restrictions attached to
      the shares of any class or series of shares, if none of those shares has
      been issued; and
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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- 10 -

|(2) | by special resolution of the shareholders of the class or
      series affected, do any of the acts in (1) above if any of the shares of
      the class or series of shares has been issued.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

9.3         Change
of Name

The Company may by resolution of its directors or by ordinary
resolution, in each case as determined by the directors, authorize an alteration
of its Notice of Articles in order to change its name.

9.4         Other
Alterations

The Company, save as otherwise provided by these Articles and
subject to the Business Corporations Act, may:

|(1) | by directors' resolution or by ordinary resolution, in
      each case as determined by the directors, authorize alterations to the
      Articles that are procedural or administrative in nature or are matters
      that pursuant to these Articles are solely within the directors powers,
      control or authority; and
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                 
|(2) | if the Business Corporations Actdoes not specify
      the type of resolution and these Articles do not specify another type of
      resolution, by ordinary 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
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         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 10.2, select as the Companys
annual reference date a date that would be appropriate for the holding of the
applicable annual general meeting.

10.3         Calling
of Meetings of Shareholders

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

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10.4         Location
of Meetings of Shareholders

A meeting of the Company may be held:

|(1) | in the Province of British Columbia;                                   
|--- | -----------------------------------------------------------------------
|    |                                                                        
|(2) | at another location outside British Columbia if that
      location is:
|    |                                                                        
|    | (a)                                                                    
|    |                                                                        
|    | (b)                                                                    

10.5         Notice
for Meetings of Shareholders

Subject to Article 10.2, 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
directors resolution (whether previous notice of the resolution has been given
or not), to each shareholder entitled to attend the meeting, to each director
and to the auditor of the Company, unless these Articles otherwise provide, at
least the following number of days before the meeting:

|(1) | if and for so long as the Company is a public company, 21
      days;
|--- | ---------------------------------------------------------------------
|    |                                                                      
|(2) | otherwise, 10 days.                                                  

10.6         Record
Date

The directors may set a date as the record date for the purpose
of determining shareholders entitled to notice of and 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. The record date must not precede the date on which the
meetings is held by fewer than:

|(1) | if and for so long as the Company is a public company, 21
      days;
|--- | ---------------------------------------------------------------------
|    |                                                                      
|(2) | otherwise, 10 days.                                                  

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

10.7         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 the period of
notice of such meeting.

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- 12 -

10.8         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 or a circular prepared
in connection with the meeting must:

|(1) | state the general nature of the special business;
    and                                                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                    
|(2) | 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 that document:
|    |                                                                                                                                                                                                                                                                    
|    | (a)                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                    
|    | (b)                                                                                                                                                                                                                                                                

11.          
PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

11.1         Special
Business

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

|(1) | 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;
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                      
|(2) | at an annual general meeting, all business is special
      business except for the following:                                                                                       
|    |                                                                                                                                                                                      
|    | (a)                                                                                                                                                                                  
|    |                                                                                                                                                                                      
|    | (b)                                                                                                                                                                                  
|    |                                                                                                                                                                                      
|    | (c)                                                                                                                                                                                  
|    |                                                                                                                                                                                      
|    | (d)                                                                                                                                                                                  
|    |                                                                                                                                                                                      
|    | (e)                                                                                                                                                                                  
|    |                                                                                                                                                                                      
|    | (f)                                                                                                                                                                                  
|    |                                                                                                                                                                                      
|    | (g)                                                                                                                                                                                  

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- 13 -

|(h) | business arising out of a report of the directors not
      requiring the passing of a special resolution or an exception
      resolution;                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                        
|(i) | 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 (when such resolution is required by law) 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 one person present in person or by
proxy.

11.4         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.

11.5         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 at the
commencement of the meeting, but such quorum need not be present throughout the
meeting.

11.6         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:

|(1) | in the case of a general meeting requisitioned by
      shareholders, the meeting is dissolved; and                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                        
|(2) | 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.

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- 14 -

11.7         Lack of
Quorum at Succeeding Meeting

If, at the meeting to which the meeting referred to in Article
11.6(2) 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 shall constitute a quorum.

11.8        
Chair

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

|(1) | the chair of the board, if any; or                                                                           
|--- | -------------------------------------------------------------------------------------------------------------
|    |                                                                                                              
|(2) | if the chair of the board is absent or unwilling to act
      as chair of the meeting, the president, if any.

11.9        
Selection of Alternate Chair

If, at any meeting of shareholders, there is no chair of the
board or president willing to act as chair of the meeting or present within 15
minutes after the time set for holding 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 a director, officer or corporate counsel to be chair of the meeting
or if none of the above persons are present or if they decline to take the
chair, 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.

11.10        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.

11.11        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.

11.12        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.

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- 15 -

11.13        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 11.12, conclusive evidence without proof
of the number or proportion of the votes recorded in favour of or against the
resolution.

11.14        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.

11.15        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.

11.16        Manner
of Taking Poll

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

|(1) | the poll must be taken:                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------
|    |                                                                                                            
|    | (a)                                                                                                        
|    |                                                                                                            
|    | (b)                                                                                                        
|    |                                                                                                            
|(2) | the result of the poll is deemed to be the decision of
      the meeting at which the poll is demanded; and
|    |                                                                                                            
|(3) | the demand for the poll may be withdrawn by the person
      who demanded it.                              

11.17        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.

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- 16 -

11.18        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.

11.19        Casting
of Votes

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

11.20        Demand
for Poll

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

11.21        Demand
for Poll Not to Prevent Continuance of

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.

11.22        Retention
of Ballots and Proxies

The Company must, for at least three months after a meeting of
shareholders, keep each ballot 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 proxy holder 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
d12.3:

|(1) | 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                                                                                      
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                             
|(2) | 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

---

- 17 -

person is a legal personal representative or a trustee in
bankruptcy for a shareholder who is entitled to vote at the meeting.

12.3         Votes
by Joint Holders

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

|(1) | any one of the joint shareholders may vote at any
      meeting, either in person or by proxy, in respect of the share as if that
      joint shareholder were solely entitled to it; or                                                                                                                                        
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                 
|(2) | if more than one of the joint shareholders is present at
      any meeting, personally or by 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         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:

|(1) | for that purpose, the instrument appointing a
      representative must:
|--- | ------------------------------------------------------------------------
|    |                                                                         
|    | (a)                                                                     
|    |                                                                         
|    | (b)                                                                     
|    |                                                                         
|(2) | if a representative is appointed under this Article
      12.5:         
|    |                                                                         
|    | (a)                                                                     

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- 18 -

| | (b) | 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. Notwithstanding the foregoing, a
corporation that is a shareholder may appoint a proxy holder.

12.6         Proxy
Provisions Do Not Apply to All Companies

Articles 12.7 to 12.15 do not apply to the Company if and for
so long as it is a public company or a pre-existing reporting company which has
the Statutory Reporting Company Provisions as part of its Articles or to which
the Statutory Reporting Company Provisions apply.

12.7         Appointment
of Proxy Holders

Every shareholder of the Company, including a corporation that
is a shareholder but not a subsidiary of the Company, entitled to vote at a
meeting of shareholders of the Company may, by proxy, appoint up to two proxy
holders to attend and act at the meeting in the manner, to the extent and with
the powers conferred by the proxy.

12.8         Alternate
Proxy Holders

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

12.9         When
Proxy Holder Need Not Be Shareholder

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

|(1) | the person appointing the proxy holder is a corporation
      or a representative of a corporation appointed under Article
  12.5;                                                                                                                                                                                                                                  
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                     
|(2) | 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                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                     
|(3) | 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.

12.10        Deposit
of Proxy

A proxy for a meeting of shareholders must:

---

- 19 -

|(1) | 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
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                        
|(2) | unless the notice provides otherwise, be provided, at the
      meeting, to the chair of the meeting or to a person designated by the
      chair of the meeting.                                                                                                                                                                                      

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

12.11        Validity
of Proxy Vote

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

|(1) | 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
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                  
|(2) | by the chair of the meeting, before the vote is
    taken.                                                                                                                                       

12.12        Form of
Proxy

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

[name of company] (the Company)

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

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]

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- 20 -

12.13        Revocation
of Proxy

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

|(1) | 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
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                          
|(2) | provided, at the meeting, to the chair of the
    meeting.                                                                                                                                               

12.14        Revocation
of Proxy Must Be Signed

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

|(1) | if the shareholder for whom the proxy holder is appointed
      is an individual, the instrument must be signed by the shareholder or his
      or her legal personal representative or trustee in bankruptcy;     
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                    
|(2) | if the shareholder for whom the proxy holder is appointed
      is a corporation, the instrument must be signed by the corporation or by a
      representative appointed for the corporation under Article
  12.5.

12.15        Production
of Evidence of Authority to Vote

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

12.16        Electronic
Meetings and Voting

The directors may determine that a meeting of shareholders
shall be held entirely by means of a telephonic, electronic or other
communication facility that permits all participants to communicate with each
other during the meeting, and any vote at that meeting of shareholders shall be
held entirely by means of that communication facility. A meeting of shareholders
may also be held at which some, but not all, persons entitled to attend may
participate and vote by means of such a communication facility, if the directors
determine to make one available. A person participating in a meeting by such
means is deemed to be present at the meeting. Any vote at a meeting of
shareholders may be also held entirely by means of a telephonic, electronic or
other communication facility, if the directors determine to make one available,
even if none of the persons entitled to attend otherwise participates in the
meeting by means of a communication facility. For the purpose of voting, a
communication facility that is made available by the Company must enable the
votes to be gathered in a manner that adequately discloses the intentions of the
shareholders and permits a proper tally of the votes to be presented to the
Company. The instructing of proxy holders may be carried out by means of

---

- 21 -

telephonic, electronic or other communication facility in
addition to or in substitution for instructing proxy holders by mail.

13.      
    DIRECTORS

13.1         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:

|(1) | subject to paragraphs (2) and (3), the number of
      directors that is equal to the number of the Companys first
    directors;
|--- | ----------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                   
|(2) | if the Company is a public company, the greater of three
      and the most recently set of:                                      
|    |                                                                                                                                   
|    | (a)                                                                                                                               
|    |                                                                                                                                   
|    | (b)                                                                                                                               
|    |                                                                                                                                   
|(3) | if the Company is not a public company, the most recently
      set of:                                                           
|    |                                                                                                                                   
|    | (a)                                                                                                                               
|    |                                                                                                                                   
|    | (b)                                                                                                                               

13.2         Change
in Number of Directors

If the number of directors is set under Articles 13.1(2) or
13.1(3):

|(1) | the shareholders may elect or appoint the directors
      needed to fill any vacancies in the board of directors up to that
      number;                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                           
|(2) | 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.

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- 22 -

13.4         Qualifications
of Directors

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

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 or to his or her spouse or dependants and may make
contributions to any fund and pay premiums for the purchase or prevision of any
such gratuity, pension or allowance.

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 10.2:

|(1) | 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
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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- 23 -

|(2) | those directors whose term of office expires at the
      annual general meeting cease to hold office immediately before the
      election or appointment of directors under paragraph (1), 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:

|(1) | that individual consents to be a director in the manner
      provided for in the Business Corporations Act; or                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                          
|(2) | 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.

14.3         Failure
to Elect or Appoint Directors

If:

|(1) | 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 10.2, on or
      before the date by which the annual general meeting is required to be held
      under the Business Corporations Act; or
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                         
|(2) | the shareholders fail, at the annual general meeting or
      in the unanimous resolution contemplated by Article 10.2, to elect or
      appoint any directors;                                                                                                                                                                                        

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

|(3) | the date on which his or her successor is elected or
      appointed; and                                                
|--- | -------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                          
|(4) | the date on which he or she otherwise ceases to hold
      office under the Business Corporations Actor 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.

---

- 24 -

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 10.2, 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
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
upon the next election or appointment of directors under Article 14.1(1), but is
eligible for re-election or reappointment.

14.9         Ceasing
to be a Director

A director ceases to be a director when:

|(1) | the term of office of the director expires;                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                      
|(2) | the director dies;                                                                                                   
|    |                                                                                                                      
|(3) | the director resigns as a director by notice in writing
      provided to the Company or a lawyer for the Company; or
|    |                                                                                                                      
|(4) | 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

---

- 25 -

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.

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

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:

|(1) | will be counted in determining the quorum for a meeting
      of directors once for each of his or her appointors and, in the case of an
      appointee who is also a director, once more in that capacity;                                                                                       
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                    
|(2) | 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;                                                                                                          
|    |                                                                                                                                                                                                                                                                                                    
|(3) | 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;

---

- 26 -

|(4) | 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.

15.7         Ceasing
to be an Alternate Director

The appointment of an alternate director ceases when:

|(1) | his or her appointor ceases to be a director and is not
      promptly re-elected or re- appointed;                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                              
|(2) | the alternate director dies;                                                                                                                 
|    |                                                                                                                                              
|(3) | the alternate director resigns as an alternate director
      by notice in writing provided to the Company or a lawyer for the
      Company;
|    |                                                                                                                                              
|(4) | the alternate director ceases to be qualified to act as a
      director; or                                                                 
|    |                                                                                                                                              
|(5) | 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

---

- 27 -

Corporations Act or 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         Remuneration
of Auditors

The directors may set the remuneration of the auditors. If the
directors so decide, the remuneration of the auditors will be determined by the
shareholders.

17.          
DISCLOSURE OF INTEREST OF DIRECTORS

17.1        
Obligation to Account for Profits

A director or senior officer who holds a disc losable 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.

---

- 28 -

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 is invalid merely because:

|(1) | a director or senior officer of the company                                                                                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                             
|(2) | a director of senior officer of the company has not
      disclosed an interest he or she has in the contract or transaction;
    or                                        
|    |                                                                                                                                                                             
|(3) | the directors or shareholders of the company have not
      approved the contract or transaction in which a director or senior officer
      of the company has an interest.

17.7        
Professional Services by Director or Officer

Subject to the Business CorporationsAct, 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.

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 a director,
officer or employee of, or from his or her interest in, such other person.

---

- 29 -

18.          
PROCEEDINGS OF DIRECTORS

18.1         Meetings
of Directors

The directors may meet together for the conduct of business,
adjourn and otherwise regulate 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:

|(1) | the chair of the board, if any;                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                             
|(2) | in the absence of the chair of the board or if designated
      by the chair, the president, a director or other officer; or
|    |                                                                                                                             
|(3) | any other director or officer chosen by the directors
      if:                                                             
|    |                                                                                                                             
|    | (a)                                                                                                                         
|    |                                                                                                                             
|    | (b)                                                                                                                         
|    |                                                                                                                             
|    | (c)                                                                                                                         

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.

---

- 30 -

18.5         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.

18.6         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:

|(1) | 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
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                  
|(2) | the director or alternate director, as the case may be,
      has waived notice of the meeting.                                                                                                                  

18.7         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.

18.8         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.

18.9         Quorum

The quorum necessary for the transaction of the business of the
directors may be set by the directors and, if not so set, is deemed to be set at
a majority of 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.

---

- 31 -

18.10        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.

18.11        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.

19.          
EXECUTIVE AND OTHER COMMITTEES

19.1         Appointment
and Powers

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:

|(1) | the power to fill vacancies in the board of
    directors;                                                   
|--- | -------------------------------------------------------------------------------------------------------------
|    |                                                                                                              
|(2) | the power to remove a director;                                                                              
|    |                                                                                                              
|(3) | the power to change the membership of, or fill vacancies
      in, any committee of the directors; and       
|    |                                                                                                              
|(4) | 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:

|(1) | appoint one or more committees (other than the executive
      committee) consisting of the director or directors that they consider
      appropriate;
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------

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- 32 -

|(2) | delegate to a committee appointed under paragraph (1) any
      of the directors powers, except:                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                          
|    | (a)                                                                                                                                                      
|    |                                                                                                                                                          
|    | (b)                                                                                                                                                      
|    |                                                                                                                                                          
|    | (c)                                                                                                                                                      
|    |                                                                                                                                                          
|    | (d)                                                                                                                                                      
|    |                                                                                                                                                          
|(3) | make any delegation referred to in paragraph (2) subject
      to the conditions set out in the resolution or any subsequent directors
      resolution.

19.3         Obligations
of Committees

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

|(1) | conform to any rules that may from time to time be
      imposed on it by the directors; and                                                  
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                               
|(2) | report every act or thing done in exercise of those
      powers at such times and in such manner and form 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:

|(1) | 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;
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                         
|(2) | terminate the appointment of, or change the membership
      of, the committee; and                                                                                                     
|    |                                                                                                                                                                                         
|(3) | fill vacancies in the committee;                                                                                                                                                        

19.5         Committee
Meetings

Subject to Article 19.3(1) 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:

|(1) | the committee may meet and adjourn as it thinks
      proper;                         
|--- | --------------------------------------------------------------------------------------
|    |                                                                                       
|(2) | the committee may elect a chair of its meetings but, if
      no chair of a meeting is

---

- 33 -

|    | 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;
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                
|(3) | a majority of the members of the committee constitutes a
      quorum of the committee; and                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                
|(4) | 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:

|(1) | determine the functions and duties of the
  officer;                                                                                                                                   
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                        
|(2) | 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
|    |                                                                                                                                                                                        
|(3) | 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 thinks fit and are
subject to termination at the pleasure of the directors, and an officer may in
addition to such remuneration be entitled to receive, after he or she ceases to
hold such office or leaves the employment of the Company, a pension or
gratuity.

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- 34 -

21.          
INDEMNIFICATION

21.1         Definitions

In this Article 21, "expenses" has the meaning set out in the
Business Corporations Act.

21.2         Mandatory
Indemnification of Directors and Officers

The directors must cause the Company to indemnify its directors
and officers, and former directors and officers, and alternate directors, and
their respective heirs and personal or other legal representatives to the
greatest extent permitted by the Business Corporations Act. Each director
and officer is deemed to have contracted with the Company on the terms of the
indemnity contained in this section.

21.3         Mandatory
Payment of Expenses of Directors and Officers

The directors must cause the Company to pay the expenses
reasonably and actually incurred by its directors and officers, and former
directors and officers, and alternate directors, and their respective heirs and
personal or other legal representatives to the greatest extent permitted by the
Business Corporations Act. Each director and officer is deemed to have
contracted with the Company on the terms of the indemnity referred to in this
section.

21.4         Indemnification

Subject to any restrictions in the Business CorporationsAct and these Articles, the Company may indemnify any other person.

21.5         Non-Compliance
withBusiness Corporations Act

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

21.6         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:

|(1) | is or was a director, alternate director, officer,
      employee or agent of the Company;                                                                                                                  
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                             
|(2) | 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;                                     
|    |                                                                                                                                                                                                             
|(3) | 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;

---

- 35 -

|(4) | 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. 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:

|(1) | set the value for distribution of specific
  assets;                                                                                                                                                                                                                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                      
|(2) | 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

---

- 36 -

|(3) | 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.

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
Dividend

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 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 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.

---

- 37 -

23.          
DOCUMENTS, RECORDS AND REPORTS

23.1         Recording
of Financial Affairs

The directors must cause adequate accounting records to be kept
to record property 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.

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:

|(1) | mail addressed to the person at the applicable address
      for that person as follows:     
|--- | ---------------------------------------------------------------------------------------------
|    |                                                                                              
|    | (a)                                                                                          
|    |                                                                                              
|    | (b)                                                                                          
|    |                                                                                              
|    | (c)                                                                                          
|    |                                                                                              
|(2) | delivery at the applicable address for that person as
      follows, addressed to the person:
|    |                                                                                              
|    | (a)                                                                                          
|    |                                                                                              
|    | (b)                                                                                          
|    |                                                                                              
|    | (c)                                                                                          

---

- 38 -

|(3) | 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.     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                         
|(4) | 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;
|    |                                                                                                                                                         
|(5) | 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.

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:

|(1) | mailing the record, addressed to them:                                                                                                                                                                                           
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                  
|    | (a)                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                  
|    | (b)                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                  
|(2) | if an address referred to in paragraph (1)(b) 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.

---

- 39 -

25.          
SEAL

25.1         Who May
Attest Seal

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

|(1) | any two directors;                                                                           
|--- | ---------------------------------------------------------------------------------------------
|    |                                                                                              
|(2) | any officer, together with any director;                                                     
|    |                                                                                              
|(3) | if the Company only has one director, that director;
      or                                
|    |                                                                                              
|(4) | 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 Act or these Articles,
printed or otherwise mechanically reproduced, there may be delivered to the
person employed to engrave, lithograph or print such definitive of 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.

26.         
 PROHIBITIONS

26.1         Definitions

In this Article 26:

---

- 40 -

|(1) | "designated security" means:                                                       
|--- | -----------------------------------------------------------------------------------
|    |                                                                                    
|    | (a)                                                                                
|    |                                                                                    
|    | (b)                                                                                
|    |                                                                                    
|    | (c)                                                                                
|    |                                                                                    
|(2) | security has the meaning assigned in the Securities Act
      (British Columbia);
|    |                                                                                    
|(3) | voting security means a security of the Company
      that:                      
|    |                                                                                    
|    | (a)                                                                                
|    |                                                                                    
|    | (b)                                                                                

26.2         Application

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

26.3         Consent
Required for Transfer of Shares or Designated Securities

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

---