---

|                               | Ministry of Finance       | Mailing Address:             | location:
|------------------------------ | ------------------------- | ---------------------------- | ---------
|Corporate and Personal         | PO BOX 9431 Stn Prav Govt | 2nd Floor - 940 Blanshard St
|Property Registries            | Victoria BC V8W 9V3       | Victoria BC                 
|www.eorporateonline.gov.be. ea |                           | 250 356-8626                



| | **Notice
        of Articles**
      BUSINESS CORPORTAIONS ACT | CERTIFIED COPY 
      Of a Document filed with the Province of British Columbia Registrar of Companies
      
      J S Powell 
      May 17, 2004
| | -------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------



NOTICE OF ARTICLES

|NAME OF COMPANY:              |                         
|----------------------------- | ------------------------
|                              |                         
|DYNAMIC OIL & GAS, INC.       |                         
|                             
|                             
|REGISTERED OFFICE INFORMATION |                         
|                             
|Mailing Address:              | Delivery Address:       
|2620                          | 2620                    
|1055 WEST GEORGIA STREET      | 1055 WEST GEORGIA STREET
|PO BOX .11168                 | VANCOUVER BC V6E 3R5    
|VANCOUVER BC V6E 3R5          |                         
|                             
|                             
|                             
|RECORDS OFFICE INFORMATION    |                         
|Mailing Address:              | Delivery Address:       
|2620                          | 2620                    
|1055 WEST GEORGIA STREET      | 1055 WEST GEORGIA STREET
|PO BOX11168                   | VANCOUVER BC V6E 3R5    
|VANCOUVER BC V6E 3R5          |                         

---

|DIRECTOR INFORMATION               |                         
|---------------------------------- | ------------------------
|                                  
|Last Name, First Name Middle Name: |                         
|LAGADIN, JOHN                      |                         
|                                  
|                                  
|Mailing Address:                   | Delivery Address:       
|13035 CANSO PLACE                  | 13035 CANSO PLACE       
|CALGARY AB T2W3A7                  | CALGARY AB T2W3A7       
|                                  
|                                  
|                                  
|                                  
|Last Name, First Name Middle Name: |                         
|UMBACH, DONALD K.                  |                         
|                                  
|                                  
|Mailing Address: #                 | Delivery Address:       
|230                                | # 230                   
|10991 SHELLBRIDGE WAY              | 10991 SHELLBRIDGE WAY   
|RICHMOND BC V6X 3C6                | RICHMOND BC V6X 3C6     
|                                  
|                                  
|                                  
|Last Name, First Name Middle Name: |                         
|THOMPSON, WILLIAM B.               |                         
|                                  
|                                  
|Mailing Address:                   | Delivery Address:       
|425 CASA RIO DRIVE                 | 425 CASA RIO DRIVE      
|KELOWNA BC V1Z 3L6                 | KELOWNA BC V1Z 3L6      
|                                  
|                                  
|                                  
|                                  
|Last Name, First Name Middle Name: |                         
|RUBENSTEIN, JONATHAN A.            |                         
|                                  
|                                  
|Mailing Address:                   | Delivery Address:       
|SUITE 710                          | SUITE 710               
|777 HORNBY STREET                  | 777 HORNBY STREET       
|VANCOUVER BC V6Z 1S4               | VANCOUVER BC V6Z 1S4    
|                                  
|                                  
|                                  
|Last Name, First Name Middle Name: |                         
|JENNINGS, DAVID J.                 |                         
|                                  
|                                  
|Mailing Address:                   | Delivery Address:       
|SUITE 2620 ROYAL CENTRE            | SUITE 2620              
|1055 WEST GEORGIA STREET           | 1055 WEST GEORGIA STREET
|PO BOX 11168                       | VANCOUVER BC V6E 3R5    
|VANCOUVER BC V6E 3R5               |                         

---

|DIRECTOR INFORMATION               |                      
|---------------------------------- | ---------------------
|Last Name, First Name Middle Name: |                      
|GREIG, JOHN A.                     |                      
|                                  
|                                  
|Mailing Address:                   | Delivery Address:    
|SUITE 710                          | SUITE 710            
|777 HORNBY STREET                  | 777 HORNBY STREET    
|VANCOUVER BC V6Z 1S4               | VANCOUVER BC V6Z 1S4 
|                                  
|                                  
|Last Name, First Name Middle Name: |                      
|BABCOCK, WAYNE J.                  |                      
|                                  
|                                  
|Mailing Address:                   | Delivery Address:    
|#230                               | # 230                
|10991 SHELLBRIDGE WAY              | 10991 SHELLBRIDGE WAY
|RICHMOND BC V6X 3C6                | RICHMOND BC V6X 3C6  

PRE-EXISTING COMPANY PROVISIONS

The Pre-existing Company Provisions apply to this company.

AUTHORIZED SHARE STRUCTURE

|1.    60,000,000 | COMMON Shares | Without Par Value
      Without Special Rights or 
        Restrictions attached
|---------------- | ------------- | --------------------------------------------------------------------------------

---

Incorporation number:0188587

DYNAMIC OIL & GAS, INC.
  (the “Company”)

ARTICLES

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) | “legal personal representative” means the personal or other
      legal representative of the shareholder;                                                                                                                               
|    |                                                                                                                                                                                                                                          
|(4) | “registered address” of a shareholder means the shareholder’s
      address as recorded in the central securities register;                                                                                                              
|    |                                                                                                                                                                                                                                          
|(5) | “seal” means the seal of the Company, if any.                                                                                                                                                                                            

1.2.Business Corporations Act and Interpretation Act Definitions
  Applicable

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

2.SHARES AND SHARE CERTIFICATES

2.1.Authorized Share Structure

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

2.2.Form of Share Certificate

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

---

2

2.3.Shareholder Entitled to Certificate
  or Acknowledgment

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

2.4.Delivery by Mail

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

2.5.Replacement of Worn Out or Defaced Certificate
  or Acknowledgement

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

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

---

3

2.8.Certificate Fee

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

2.9.Recognition of Trusts

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

3.ISSUE OF SHARES

3.1.Directors Authorized

Subject to the Business Corporations Act, to any direction
  to the contrary contained in a resolution passed at a general meeting authorizing
  any alteration to authorized share structure and to 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:

|(1) | consideration is provided to the Company for the issue of the share by
      one or more of the following:
|--- | ----------------------------------------------------------------------------------------------------------
|    |                                                                                                           

| | (a) | past services performed for the Company;
| | --- | ----------------------------------------

---

4

| | (b) | property; 
| | --- | ----------
| |     |           
| | (c) | money; and
| |     |           

|(2) | the value of the consideration received by the Company
        equals or exceeds the issue price set for the share under Article 3.1
        and the directors must not attribute to those past services or that property
        a value that exceeds the fair market value of those past services or that
        property.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3.5.Share Purchase Warrants and Rights

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

4.SHARE REGISTERS

4.1.Central Securities Register

As required by and subject to the Business Corporations Act,
  the Company must maintain in British Columbia a central securities register.
  The directors may, subject to the Business Corporations Act, appoint an agent
  to maintain the central securities register or any branch securities register.
  The directors may also appoint one or more agents, including the agent which
  keeps the central securities register or branch 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.

4.3.Branch Registers

The Company may keep or cause to kept one or more branch securities
  registers.

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 or its agent;                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                      
|(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 or its agent;

---

5

|(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 or its agent; and
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                            
|(4) | such other evidence, if any, as the Company or the agent may require to
      prove the title of the transferor or the transferor’s right to transfer
      the shares and the right to the transferee to have the transfer registered.                                    

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 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 certificate
  representing such shares or of any written acknowledgment of a right to obtain
  a share certificate for such shares. A transfer, when entered in a securities
  register of the Company, shall confer upon the person whose name the shares
  have been entered into valid title to such shares.

5.6.Transfer Fee

---

6

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

5.7.Retention of Transfer Records

All instruments of transfer where the transfer is registered
  shall be retained by the Company or its agent and any instrument of transfer
  where the transfer is not registered shall be returned to the person depositing
  the same, together with the share certificate, or non-transferable written acknowledgment
  of the shareholder’s right to obtain a share certificate, as applicable,
  which accompanied the same when tendered for registration.

6.TRANSMISSION OF SHARES

6.1.Legal Personal Representative Recognized
  on Death and Bankruptcy

In case of the death of a shareholder or in the case of the
  bankruptcy of a shareholder, the legal personal representative or trustee in
  bankruptcy, as applicable, or if the shareholder was a joint holder, the surviving
  joint holder or holders, will be the only persons 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 or trustee in bankruptcy,
  the directors may require proof of appointment by a court of competent jurisdiction,
  a grant of letters probate, letters of administration or such other evidence
  or documents as the directors consider appropriate.

6.2.Rights of Legal Personal Representative

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

7.PURCHASE, REDEMPTION AND OTHER ACQUISITION
  OF SHARES

7.1.Company Authorized to Purchase, Redeem
  or Otherwise Acquire 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 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, Redemption or Other Acquisition
  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.

7.3.Sale and Voting of Purchased, Redeemed
  or Otherwise Acquired Shares

---

7

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

|(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.      

7.4.Directors May Decide Selection of Redeemed Shares

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

8.BORROWING POWERS

8.1.Company’s Borrowing Ability

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 they 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.Special Privileges for Debt Obligations

Any bonds, debentures or other debt obligations of the Company
  may be issued with any 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.

8.3.Signing of Debt Obligations

Every bond, debenture or other debt obligation of the Company
  shall be signed manually by at least one director or officer of the Company
  or by or on behalf of the agent or trustee for the

---

8

bond, debenture, or other debt obligation appointed by the
  Company or under any instrument under which the bond, debenture or other debt
  obligation is issued and any additional signatures may be printed or otherwise
  mechanically reproduced thereon and, in such event, a bond, debenture or other
  debt obligation so signed is as valid as if signed manually notwithstanding
  that any person whose signature is so printed or mechanically reproduced shall
  have ceased to hold the office that he is stated on such bond, debenture or
  other debt obligation to hold at the date of the issue thereof.

9.ALTERATIONS

9.1.Alteration of Authorized Share Structure

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

|(1) | by special resolution:
|--- | ----------------------
|    |                       

| |  | (a) create one or more classes or series of shares or, if none of the
      shares of a class or series of shares are allotted or issued, eliminate
      that class or series of shares;               
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                                         
| |  | (b) reduce the maximum number of shares that the Company is authorized
      to issue out of any class or series of shares;                                                                             
| |  |                                                                                                                                                                                                         
| |  | (c) if the Company is authorized to issue shares of a class of shares
      with par value, decrease the par value of those shares;                                                                     
| |  |                                                                                                                                                                                                         
| |  | (d) change all or any of its unissued, or fully paid issued, shares with
      par value into shares without par value or any of its unissued shares without
      par value into shares with par value;
| |  |                                                                                                                                                                                                         
| |  | (e) alter the identifying name of any of its shares; or                                                                                                                                                 
| |  |                                                                                                                                                                                                         
| |  | (f) otherwise alter its shares or authorized share structure when required
      or permitted to do so by the Business Corporations Act,                                                                
| |  |                                                                                                                                                                                                         

|    | provided that a right or special right attached to
        any issued shares must not be prejudiced or interfered with unless the
        shareholders holding shares of the class or series of shares to which
        the right or special right is attached consent by a separate special resolution
        of those shareholders; or
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                          
|(2) | by ordinary resolution:                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                          

| | (a) | increase or eliminate the maximum number of shares that the Company is
      authorized to issue out of any class or series of shares or establish a
      maximum number of shares that the Company is authorized to issue out of
      any class or series of shares for which no maximum is established; or
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                               
| | (b) | if the Company is authorized to issue shares of a class of shares with
      par value, if none of the shares of that class of shares are allotted or
      issued, increase the par value of those shares; or                                                                                                

---

9

|(3) | by resolution of the directors, subdivide or consolidate all or any of
      its unissued, or fully paid issued, shares.
|--- | ------------------------------------------------------------------------------------------------------------------------

9.2.Special Rights and Restrictions

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

|(1) | create special rights or restrictions for, and attach those special rights
      or restrictions to, the shares of any class or series of shares, whether
      or not any or all of those shares have been issued; or
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                       
|(2) | vary or delete any special rights or restrictions attached to the shares
      of any class or series of shares, whether or not any or all of those shares
      have been issued.                                    

9.3.Change of Name

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

9.4.Other Alterations

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

10.MEETINGS OF SHAREHOLDERS

10.1.Annual General Meetings

Unless an annual general meeting is deferred or waived in
  accordance with the Business Corporations Act, the Company must hold 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. A general meeting, if requisitioned in accordance with the
  Business Corporations Act, shall be called by the directors or, if not called
  by the directors, may be called by the requisitioning shareholders as provided
  for under the Business Corporations Act.

---

10

10.4.Notice for Meetings of Shareholders

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

10.5.Record Date for Notice

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

|(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.

10.6.Record Date for Voting

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

---

11

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 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 the document will be available for inspection
        by shareholders:
|    |                                                                                                                                                                                                                                                                                                                                  

| | (a) | at the Company’s records office, or at such other reasonably accessible
      location in British Columbia as is specified in the notice; and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                              
| | (b) | during statutory business hours on any one or more specified days before
      the day set for the holding of the meeting.                   

10.9.Class Meetings

Unless these Articles otherwise provide, the provisions of
  these Articles relating to general meetings shall apply, with the necessary
  changes and so far as they are applicable, to a class meeting of shareholders
  holding a particular class of shares.

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) | business relating to the conduct of or voting at the meeting;                           
| | --- | ----------------------------------------------------------------------------------------
| |     |                                                                                         
| | (b) | consideration of any financial statements of the Company presented to
      the meeting;
| |     |                                                                                         
| | (c) | consideration of any reports of the directors or auditor;                               
| |     |                                                                                         
| | (d) | the setting or changing of the number of directors;                                     
| |     |                                                                                         
| | (e) | the election or appointment of directors;                                               
| |     |                                                                                         
| | (f) | the appointment of an auditor;                                                          
| |     |                                                                                         
| | (g) | the setting of the remuneration of an auditor;                                          

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12

| | (h) | business arising out of a report of the directors not requiring the passing
      of a special resolution or an exceptional 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 at a meeting of shareholders is three-quarters of the votes cast on the resolution.

11.3.Quorum

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

11.4.One Shareholder May Constitute Quorum

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

|(1) | the quorum is one person who is, or who represents by proxy, that shareholder,
      and
|--- | ----------------------------------------------------------------------------------------
|    |                                                                                         
|(2) | that shareholder, present in person or by proxy, may constitute the meeting.            

11.5.Other Persons May Attend

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

11.6.Requirement of Quorum

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

11.7.Lack of Quorum

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

---

13

|(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.

11.8.Lack of Quorum at Succeeding Meeting

If, at the meeting to which the meeting referred to in Article 11.7(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 constitute a quorum.

11.9.Chair

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

|(1) | the chair of the board, if any;                                                                              
|--- | -------------------------------------------------------------------------------------------------------------
|    |                                                                                                              
|(2) | if the chair of the board is absent or unwilling to act as chair of the
      meeting, the president, if any;
|    |                                                                                                              
|(3) | a vice-president, if any.                                                                                    

11.10.Selection of Alternate Chair

If, at any meeting of shareholders, there is no chair of the
  board, president or vice-president present within 15 minutes after the time
  set for holding the meeting, or if the chair of the board, the president and
  all vice-presidents are unwilling to act as chair of the meeting, or if the
  chair of the board, the president and all vice-presidents have advised the secretary,
  if any, or any director present at the meeting, that they will not be present
  at the meeting, the shareholders entitled to vote at the meeting who are present
  in person or by proxy may choose any person present at the meeting to chair
  the meeting.

11.11.Adjournments

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

11.12.Notice of Adjourned Meeting

It is not necessary to give any notice of an adjourned meeting
  or of the business to be transacted at an adjourned meeting of shareholders
  except that, when a meeting is adjourned for 30 days or more, notice of the
  adjourned meeting must be given as in the case of the original meeting.

11.13.Decisions by Show of Hands or Poll

---

14

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

11.14.Declaration of Result

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

11.15.Motion Need Not be Seconded

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

11.16.Casting Vote

In case of an equality of votes, the chair of a meeting of
  shareholders, on a show of hands and on a poll, has a second or casting vote
  in addition to the vote or votes to which the chair may be entitled as a shareholder.

11.17.Manner of Taking Poll

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

|(1) | the poll must be taken:
|--- | -----------------------
|    |                        

|    | (a)                                                                                                         | at the meeting, or within seven days after the date of the meeting, as
      the chair of the meeting directs; and
|--- | ----------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------
|    |                                                                                                             |                                                                                                                   
|    | (b)                                                                                                         | in the manner, at the time and at the place that the chair of the meeting
      directs;                          
|    |                                                                                                             |                                                                                                                   
|(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.                              

11.18.Demand for Poll on Adjournment

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

---

15

11.19.Chair Must Resolve Dispute

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

11.20.Casting of Votes

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

11.21.Demand for Poll

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

11.22.Demand for Poll Not to Prevent Continuance
  of Meeting

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

11.23.Retention of Ballots and Proxies

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

11.24.Ordinary Resolution

Unless the Business Corporations Act or these Articles otherwise
  provide, any action that must or may be taken or authorized by the shareholders
  may be taken or authorized by an ordinary resolution.

12.VOTES OF SHAREHOLDERS

12.1.Number of Votes by Shareholder or by
  Shares

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

|(1) | on a vote by show of hands, every person present who is a shareholder
      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.

---

16

12.2.Votes of Persons in Representative Capacity

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

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 personally 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 proxy, and more than one of them votes
        in respect of that share, then only the vote of the joint shareholder
        present whose name stands first on the central securities register in
        respect of the share will be counted.

12.4.Legal Personal Representatives as Joint Shareholders

Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article 12.3, deemed to be joint shareholders and shall determine between themselves who shall be entitled to vote at the
meeting.

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

|(2) | if a representative is appointed under this Article 12.5:
|--- | ---------------------------------------------------------
|    |                                                          

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

---

17

|(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.

12.6.Proxy Provisions Do Not Apply to Company

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

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 one or more
  (but not more than five) proxy holders to attend and act at the meeting in the
  manner, to the extent and with the powers conferred by the proxy, including
  specifying the number of shares each proxyholder shall be entitled to vote.

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 Company is a public company;                                                                                                                                                                                                                                                                                                                                  
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                   
|(2) | the person appointing the proxy holder is a corporation or a representative
      of a corporation appointed under Article 12.5;                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                   
|(3) | 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                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                   
|(4) | 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.

---

18

12.10.Deposit of Proxy

A proxy for a meeting of shareholders must:

|(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.                                                                                                                                                                                                                                                  

A proxy may be sent to the Company by written instrument, fax
  or any other method of transmitting legibly recorded messages and by using available
  Internet, telephone or other voting services as may be approved by the directors.

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
  or the revocation of the proxy or the revocation of the authority under which
  the proxy is given or the transfer of the shares in respect of which the proxy
  is given, unless notice in writing of that death, incapacity, transfer 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. | 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 

---

19

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

| | Signed [month, day, year]
      __________________________________ [Signature of shareholder]
      __________________________________ [Name of shareholder-printed]
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

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 at any adjournment thereof,;
      or
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                               
|(2) | provided, at the meeting, to the chair of the meeting before any vote
      in respect of which the proxy is to be used shall have been taken; or                                                                                             
|    |                                                                                                                                                                                                                                               
|(3) | in any other manner provided by law.                                                                                                                                                                                                          

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.

13.DIRECTORS

13.1.Number of Directors

The number of directors, excluding additional directors appointed
  under Article 14.8, is set at:

|(1) | if the Company is a public company, the greater of three and the most
      recently set of:
|--- | --------------------------------------------------------------------------------------------

---

20

| | (a) | the number of directors set by ordinary resolution (whether or not previous
      notice of the resolution was given); and
| | --- | --------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                           
| | (b) | the number of directors set under Article 14.4;                                                                           
| |     |                                                                                                                           

|(2) | if the Company is not a public company, the most recently set of:
|--- | -----------------------------------------------------------------
|    |                                                                  

| | (a) | the number of directors set by ordinary resolution (whether or not previous
      notice of the resolution was given); and
| | --- | --------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                           
| | (b) | the number of directors set under Article 14.4.                                                                           

13.2.Change in Number of Directors

If the number of directors is set under Articles 13.1(1)(a) or 13.1(2)(a),
  subject to Article 14.1:

|(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.

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 or, 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.

---

21

13.7.Special Remuneration for Directors

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

13.8.Gratuity, Pension or Allowance on Retirement
  of Director

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

14.ELECTION AND REMOVAL OF DIRECTORS

14.1.Election at Annual General Meeting

|(1) | At each annual general meeting of the Company all
        the directors whose terms of office expire at such annual general meeting
        shall cease to hold office immediately before the election of directors
        at such annual general meeting and the shareholders entitled to vote thereat
        shall elect to the Board of Directors directors as set out below. A retiring
        director shall be eligible for re-election.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(2) | The directors shall be classified, with respect to
        the duration of the term for which they severally hold office, into three
        Classes (denominated Class I, Class II and Class III) as nearly equal
        in number as reasonably possible, as determined by the directors.                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(3) | At each annual general meeting of the Company, the
        successors of the Class of directors whose term expires at such annual
        general meeting of the Company shall be elected to hold office for a term
        expiring immediately before the election of directors at the annual general
        meeting of the Company held in the third year following the year of their
        election.                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(4) | When a director is elected or appointed, such director's
        Class shall be identified by the directors.                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(5) | A director elected or appointed to fill a vacancy
        on the Board of Directors shall be elected or appointed for a term expiring
        immediately before the election of directors at the annual general meeting
        of the Company when the term of a director in such Class would otherwise
        expire.                                                                                                                        

14.2.Consent to be a Director

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

---

22

|(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) | when his or her successor is elected or appointed; and                                                     
|--- | -----------------------------------------------------------------------------------------------------------
|    |                                                                                                            
|(4) | when he or she otherwise ceases to hold office under the Business Corporations
      Act or these Articles.

14.4.Places of Retiring Directors Not Filled

If, at any meeting of shareholders at which there should be
  an election of directors, the places of any of the retiring directors are not
  filled by that election, those retiring directors who are not reelected 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 aggregate
  of the number of directors actually elected and the number of directors continued
  in office.

14.5.Directors May Fill Casual Vacancies

Any casual vacancy occurring in the board of directors may,
  subject to Article 14.1, 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, subject to Article 14.1, appointing directors up
  to that number or of summoning a meeting of shareholders for the purpose of,

---

23

subject to Article 14.1, 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, subject to Article 14.1, 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, subject to Article 14.1, 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
  before the next election or appointment of directors under Article 14.1(1),
  but is eligible for re-election or re-appointment.

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, subject to Article 14.1, elect, or appoint by ordinary resolution, a director
  to fill the resulting vacancy. If the shareholders do not elect or appoint a
  director to fill the resulting vacancy contemporaneously with the removal, then,
  subject to Article 14.1, 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, subject to Article 14.1,
  appoint a director to fill the resulting vacancy.

---

24

15.ALTERNATE DIRECTORS

15.1.Appointment of Alternate Director

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

15.2.Notice of Meetings

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

15.3.Alternate for More Than One Director
  Attending Meetings

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

|(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;
|    |                                                                                                                                                                                                                                                                                                        
|(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.

---

25

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 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.

---

26

16.3.Remuneration of Auditor

The directors may set the remuneration of the auditor of the
  Company.

17.INTERESTS OF DIRECTORS AND OFFICERS

17.1.Obligation to Account for Profits

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

17.2.Restrictions on Voting by Reason of
  Interest

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

17.3.Interested Director Counted in Quorum

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

17.4.Disclosure of Conflict of Interest
  or Property

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

17.5.Director Holding Other Office in the
  Company

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

---

27

17.6.No Disqualification

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

17.7.Professional Services by Director or
  Officer

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

17.8.Director or Officer in Other Corporations

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

18.PROCEEDINGS OF DIRECTORS

18.1.Meetings of Directors

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

18.2.Voting at Meetings

Questions arising at any meeting of directors are to be decided
  by a majority of votes and, in the case of an equality of votes, the chair of
  the meeting shall 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, the president, if any, if the
      president is a director; or
|    |                                                                                                          
|(3) | any other director chosen by the directors if:                                                           

---

28

| | (a) | neither the chair of the board nor the president,
        if a director, is present at the meeting within 15 minutes after the time
        set for holding the meeting;         
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                  
| | (b) | neither the chair of the board nor the president,
        if a director, is willing to chair the meeting; or                                                                     
| |     |                                                                                                                                                                                  
| | (c) | the chair of the board and the president, if a director,
        have advised the secretary, if any, or any other director, that they will
        not be present at the meeting.

18.4.Meetings by Telephone or Other Communications Medium

A director may participate in a meeting of the directors or
  of any committee of the directors in person or by telephone if all directors
  participating in the meeting, whether in person or by telephone or other communications
  medium, are able to communicate with each other. A director may participate
  in a meeting of the directors or of any committee of the directors by a communications
  medium other than telephone if all directors participating in the meeting, whether
  in person or by telephone or other communications medium, are able to communicate
  with each other and if all directors who wish to participate in the meeting
  agree to such participation. A director who participates in a meeting in a manner
  contemplated by this Article 18.4 is deemed for all purposes of the Business
  Corporations Act and these Articles to be present at the meeting and to have
  agreed to participate in that manner.

18.5.Calling of Meetings

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

18.6.Notice of Meetings

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

18.7.When Notice Not Required

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

|(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;
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                   
|(2) | the director or alternate director, as the case
        may be, has waived notice of the meeting; or                                                                                                              
|    |                                                                                                                                                                                                                   
|(3) | the director or alternate director, as the case may
        be, is not, at the time, in the Province of British Columbia.                                                                                         

18.8.Meeting Valid Despite Failure to Give Notice

---

29

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

18.9.Waiver of Notice of Meetings

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

18.10.Quorum

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

18.11.Validity of Acts Where Appointment
  Defective

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

18.12.Consent Resolutions in Writing

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

|(1) | in all cases, if each of the directors entitled
        to vote on the resolution consents to it in writing; or                                                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                  
|(2) | in the case of a resolution to approve a contract
        or transaction in respect of which a director has disclosed that he or
        she has or may have a disclosable interest, if each of the other directors
        who are entitled to vote on the resolution consents to it in writing.

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

---

30

19.EXECUTIVE AND OTHER COMMITTEES

19.1.Appointment and Powers of Executive Committee

The directors may, by resolution, appoint an executive committee
  consisting of the director or directors that they consider appropriate, and
  the committee shall have, 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;
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                  
|(2) | delegate to a committee appointed under paragraph (1) any of the directors’
      powers, except:                                                
|    |                                                                                                                                                  

| | (a) | the power to fill vacancies in the board of directors;                                                
| | --- | ------------------------------------------------------------------------------------------------------
| |     |                                                                                                       
| | (b) | the power to remove a director;                                                                       
| |     |                                                                                                       
| | (c) | the power to change the membership of, or fill vacancies in, any committee
      of the directors; and
| |     |                                                                                                       
| | (d) | the power to appoint or remove officers appointed by the directors; and                               
| |     |                                                                                                       

|(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 Articles 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 in the manner
      and at such times as the directors may require, including keeping regular
      minutes of their transactions and causing them to be recorded in books kept
      for that purpose.

---

31

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 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;                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                               
|(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; and                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                               
|(5) | may make rules for the conduct of their business
        and may appoint such assistants as they may deem necessary.                                                                                                                                                                                                                                          

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

---

32

|(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 a 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.

21.INDEMNIFICATION

21.1.Definitions

In this Article 21:

|(1) | “eligible penalty” means a judgment,
        penalty or fine awarded or imposed in, or an amount paid in settlement
        of, an eligible proceeding;                                                                                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(2) | “eligible proceeding” means a legal proceeding
        or investigative action, whether current, threatened, pending or completed,
        in which a director, former director or alternate director of the Company
        (an “eligible party”) or any of the heirs and legal personal
        representatives of the eligible party, by reason of the eligible party
        being or having been a director or alternate director of the Company:
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                       

| | (a) | is or may be joined as a party; or                                                                                    
| | --- | ----------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                       
| | (b) | is or may be liable for or in respect of a judgment, penalty or fine
      in, or expenses related to, the proceeding;
| |     |                                                                                                                       

|(3) | “expenses” has the meaning set out in the Business Corporations
      Act.
|--- | --------------------------------------------------------------------------

21.2.Mandatory Indemnification of Directors
  and Former Directors

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

---

33

21.3.Indemnification of Other Persons

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

21.4.Non-Compliance with Business Corporations Act

The failure of a director, alternate director or officer of the Company to comply with the

Business Corporations Act or these Articles does not invalidate any indemnity to which he or she is entitled under this Part.

21.5.Company May Purchase Insurance

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

|(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;
|    |                                                                                                                                                                                                               
|(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.

---

34

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
        or any part thereof;                                                                                                                                                                                             
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                            
|(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
|    |                                                                                                                                                                                                                                                                            
|(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 Dividends

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

---

35

22.12.Payment of Dividends

Any dividend or other distribution payable in cash in respect
  of shares may be paid by cheque or warrant, 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 or warrant will, to the extent of the sum represented by the
  cheque or warrant (plus the amount of the tax required by law to be deducted),
  discharge all liability for the dividend unless such cheque is not paid on presentation
  or the amount of tax so deducted is not paid to the appropriate taxing authority.

22.13.Capitalization of Surplus

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

22.14.Set Aside Funds

The directors may, before declaring any dividend, set aside
  such sums as they think proper as a reserve or reserves, which shall, at the
  discretion of the directors, be applicable for meeting contingencies, or for
  equalizing dividends, or for any other purpose and pending such application
  may, at the discretion of the directors, either be employed in the business
  of the Company or be invested in such investments as the directors may from
  time to time think fit. The directors may also, without placing the same in
  reserve, carry forward such sums which they think prudent not to divide.

23.ACCOUNTING RECORDS

23.1.Recording of Financial Affairs

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

23.2.Inspection of Accounting Records

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

23.3.Copies of Financial Statements

Every shareholder shall be entitled, without charge, to a
  copy of the latest annual financial statement of the Company and, if otherwise
  required, a copy of each such annual financial statement and interim financial
  statement shall be sent to each member.

24.NOTICES

---

36

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) | for a record mailed to a shareholder, the shareholder’s
        registered address;                                                                                                                                                                                                        
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                            
| | (b) | for a record mailed to a director or officer, the
        prescribed address for mailing shown for the director or officer in the
        records kept by the Company or the mailing address provided by the recipient
        for the sending of that record or records of that class; and
| |     |                                                                                                                                                                                                                                                                                            
| | (c) | in any other case, the mailing address of the intended
        recipient;                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                            

|(2) | delivery at the applicable address for that person
        as follows, addressed to the person:
|--- | -----------------------------------------------------------------------------------------------
|    |                                                                                                

| | (a) | for a record delivered to a shareholder, the shareholder’s
        registered address;                                                                                                                                                                                                                  
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                         
| | (b) | for a record delivered to a director or officer,
        the prescribed address for delivery shown for the director or officer
        in the records kept by the Company or the delivery address provided by
        the recipient for the sending of that record or records of that class;
        and
| |     |                                                                                                                                                                                                                                                                                                         
| | (c) | in any other case, the delivery address of the intended
        recipient;                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                         

|(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; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(6) | as otherwise permitted by any securities legislation
        in any province or territory of Canada or in the federal jurisdiction
        of the United States or in any states of the United States that is applicable
        to the Company and all regulations and rules made and promulgated under
        that legislation and all administrative policy statements, blanket orders
        and rulings, notices and other administrative directions issued by securities
        commissions or similar authorities appointed under that legislation.

---

37

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) | by name, by the title of the legal personal representative
        of the deceased or incapacitated shareholder, by the title of trustee
        of the bankrupt shareholder or by any similar description; and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                
| | (b) | at the address, if any, supplied to the Company
        for that purpose by the persons claiming to be so entitled; or                                                                                         
| |     |                                                                                                                                                                                                                

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

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

---

38

|(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 or interim share certificates or bonds, debentures
  or other securities one or more unmounted dies reproducing the seal and such
  persons as are authorized under Article 25.1 to attest the Company’s seal
  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.

---

ARTICLES 
  of 
  DYNAMIC OIL & GAS, INC.

TABLE OF CONTENTS

|1. | INTERPRETATION                                                                      | 1
|-- | ----------------------------------------------------------------------------------- | -
|   | 1.1.  Definitions                                                                   | 1
|   | 1.2.  Business Corporations Act and Interpretation
      Act Definitions Applicable | 1
|   |                                                                                     |  
|2. | SHARES AND SHARE CERTIFICATES                                                       | 1
|   | 2.1.  Authorized Share Structure                                                    | 1
|   | 2.2.  Form of Share Certificate                                                     | 1
|   | 2.3.  Shareholder Entitled to Certificate or Acknowledgment                         | 2
|   | 2.4.  Delivery by Mail                                                              | 2
|   | 2.5.  Replacement of Worn Out or Defaced Certificate
      or Acknowledgement       | 2
|   | 2.6.  Replacement of Lost, Stolen or Destroyed
      Certificate or Acknowledgment  | 2
|   | 2.7.  Splitting Share Certificates                                                  | 2
|   | 2.8.  Certificate Fee                                                               | 3
|   | 2.9.  Recognition of Trusts                                                         | 3
|   |                                                                                     |  
|3. | ISSUE OF SHARES                                                                     | 3
|   | 3.1.  Directors Authorized                                                          | 3
|   | 3.2.  Commissions and Discounts                                                     | 3
|   | 3.3.  Brokerage                                                                     | 3
|   | 3.4.  Conditions of Issue                                                           | 3
|   | 3.5.  Share Purchase Warrants and Rights                                            | 4
|   |                                                                                     |  
|4. | SHARE REGISTERS                                                                     | 4
|   | 4.1.  Central Securities Register                                                   | 4
|   | 4.2.  Closing Register                                                              | 4
|   | 4.3.  Branch Registers                                                              | 4
|   |                                                                                     |  
|5. | SHARE TRANSFERS                                                                     | 4
|   | 5.1.  Registering Transfers                                                         | 4
|   | 5.2.  Form of Instrument of Transfer                                                | 5
|   | 5.3.  Transferor Remains Shareholder                                                | 5
|   | 5.4.  Signing of Instrument of Transfer                                             | 5
|   | 5.5.  Enquiry as to Title Not Required                                              | 5
|   | 5.6.  Transfer Fee                                                                  | 5
|   | 5.7.  Retention of Transfer Records                                                 | 6
|   |                                                                                     |  
|6. | TRANSMISSION OF SHARES                                                              | 6
|   | 6.1.  Legal Personal Representative Recognized
      on Death and Bankruptcy        | 6
|   | 6.2.  Rights of Legal Personal Representative                                       | 6
|   |                                                                                     |  
|7. | PURCHASE, REDEMPTION AND OTHER ACQUISITION OF SHARES                                | 6
|   | 7.1.  Company Authorized to Purchase, Redeem or
      Otherwise Acquire Shares      | 6
|   | 7.2.  Purchase, Redemption or Other Acquisition
      When Insolvent                | 6
|   | 7.3.  Sale and Voting of Purchased, Redeemed or
      Otherwise Acquired Shares     | 6
|   | 7.4.  Directors May Decide Selection of Redeemed
      Shares                       | 7

---

ii

|8.  | BORROWING POWERS                                                   | 7 
|--- | ------------------------------------------------------------------ | --
|    | 8.1.  Company’s Borrowing Ability                                  | 7 
|    | 8.2.  Special Privileges for Debt Obligations                      | 7 
|    | 8.3.  Signing of Debt Obligations                                  | 7 
|    |                                                                    |   
|9.  | ALTERATIONS                                                        | 8 
|    | 9.1.  Alteration of Authorized Share
      Structure               | 8 
|    | 9.2.  Special Rights and Restrictions                              | 9 
|    | 9.3.  Change of Name                                               | 9 
|    | 9.4.  Other Alterations                                            | 9 
|    |                                                                    |   
|10. | MEETINGS OF SHAREHOLDERS                                           | 9 
|    | 10.1. Annual General Meetings                                      | 9 
|    | 10.2. Resolution Instead of Annual General
      Meeting           | 9 
|    | 10.3. Calling of Meetings of Shareholders                          | 9 
|    | 10.4. Notice for Meetings of Shareholders                          | 10
|    | 10.5. Record Date for Notice                                       | 10
|    | 10.6. Record Date for Voting                                       | 10
|    | 10.7. Failure to Give Notice and Waiver
      of Notice            | 10
|    | 10.8. Notice of Special Business at Meetings
      of Shareholders | 11
|    | 10.9. Class Meetings                                               | 11
|    |                                                                    |   
|11. | PROCEEDINGS AT MEETINGS OF SHAREHOLDERS                            | 11
|    | 11.1. Special Business                                             | 11
|    | 11.2. Special Majority                                             | 12
|    | 11.3. Quorum                                                       | 12
|    | 11.4. One Shareholder May Constitute Quorum                        | 12
|    | 11.5. Other Persons May Attend                                     | 12
|    | 11.6. Requirement of Quorum                                        | 12
|    | 11.7. Lack of Quorum                                               | 12
|    | 11.8. Lack of Quorum at Succeeding Meeting                         | 13
|    | 11.9. Chair                                                        | 13
|    | 11.10. Selection of Alternate Chair                                | 13
|    | 11.11. Adjournments                                                | 13
|    | 11.12. Notice of Adjourned Meeting                                 | 13
|    | 11.13. Decisions by Show of Hands or Poll                          | 13
|    | 11.14. Declaration of Result                                       | 14
|    | 11.15. Motion Need Not be Seconded                                 | 14
|    | 11.16. Casting Vote                                                | 14
|    | 11.17. Manner of Taking Poll                                       | 14
|    | 11.18. Demand for Poll on Adjournment                              | 14
|    | 11.19. Chair Must Resolve Dispute                                  | 15
|    | 11.20. Casting of Votes                                            | 15
|    | 11.21. Demand for Poll                                             | 15
|    | 11.22. Demand for Poll Not to Prevent Continuance
      of Meeting | 15
|    | 11.23. Retention of Ballots and Proxies                            | 15
|    | 11.24. Ordinary Resolution                                         | 15
|    |                                                                    |   
|12. | VOTES OF SHAREHOLDERS                                              | 15
|    | 12.1. Number of Votes by Shareholder or
      by Shares            | 15

---

iii

|    | 12.2. Votes of Persons in Representative
      Capacity              | 16
|--- | -------------------------------------------------------------------- | --
|    | 12.3. Votes by Joint Holders                                         | 16
|    | 12.4. Legal Personal Representatives as
      Joint Shareholders     | 16
|    | 12.5. Representative of a Corporate Shareholder                      | 16
|    | 12.6. Proxy Provisions Do Not Apply to
      Company                 | 17
|    | 12.7. Appointment of Proxy Holders                                   | 17
|    | 12.8. Alternate Proxy Holders                                        | 17
|    | 12.9. When Proxy Holder Need Not Be Shareholder                      | 17
|    | 12.10. Deposit of Proxy                                              | 18
|    | 12.11. Validity of Proxy Vote                                        | 18
|    | 12.12. Form of Proxy                                                 | 18
|    | 12.13. Revocation of Proxy                                           | 19
|    | 12.14. Revocation of Proxy Must Be Signed                            | 19
|    | 12.15. Production of Evidence of Authority
      to Vote             | 19
|    |                                                                      |   
|13. | DIRECTORS                                                            | 19
|    | 13.1. Number of Directors                                            | 19
|    | 13.2. Change in Number of Directors                                  | 20
|    | 13.3. Directors’ Acts Valid Despite
      Vacancy                    | 20
|    | 13.4. Qualifications of Directors                                    | 20
|    | 13.5. Remuneration of Directors                                      | 20
|    | 13.6. Reimbursement of Expenses of Directors                         | 20
|    | 13.7. Special Remuneration for Directors                             | 21
|    | 13.8. Gratuity, Pension or Allowance on
      Retirement of Director | 21
|    |                                                                      |   
|14. | ELECTION AND REMOVAL OF DIRECTORS                                    | 21
|    | 14.1. Election at Annual General Meeting                             | 21
|    | 14.2. Consent to be a Director                                       | 21
|    | 14.3. Failure to Elect or Appoint Directors                          | 22
|    | 14.4. Places of Retiring Directors Not Filled                        | 22
|    | 14.5. Directors May Fill Casual Vacancies                            | 22
|    | 14.6. Remaining Directors Power to Act                               | 22
|    | 14.7. Shareholders May Fill Vacancies                                | 23
|    | 14.8. Additional Directors                                           | 23
|    | 14.9. Ceasing to be a Director                                       | 23
|    | 14.10. Removal of Director by Shareholders                           | 23
|    | 14.11. Removal of Director by Directors                              | 23
|    |                                                                      |   
|15. | ALTERNATE DIRECTORS                                                  | 24
|    | 15.1. Appointment of Alternate Director                              | 24
|    | 15.2. Notice of Meetings                                             | 24
|    | 15.3. Alternate for More Than One Director
      Attending Meetings  | 24
|    | 15.4. Consent Resolutions                                            | 24
|    | 15.5. Alternate Director Not an Agent                                | 24
|    | 15.6. Revocation of Appointment of Alternate
      Director          | 25
|    | 15.7. Ceasing to be an Alternate Director                            | 25
|    | 15.8. Remuneration and Expenses of Alternate
      Director          | 25
|    |                                                                      |   
|16. | POWERS AND DUTIES OF DIRECTORS                                       | 25
|    | 16.1. Powers of Management                                           | 25

---

iv

|    | 16.2. Appointment of Attorney of Company                                | 25
|--- | ----------------------------------------------------------------------- | --
|    | 16.3. Remuneration of Auditor                                           | 26
|    |                                                                         |   
|17. | INTERESTS OF DIRECTORS AND OFFICERS                                     | 26
|    | 17.1. Obligation to Account for Profits                                 | 26
|    | 17.2. estrictions on Voting by Reason of
      Interest                 | 26
|    | 17.3. Interested Director Counted in Quorum                             | 26
|    | 17.4. Disclosure of Conflict of Interest
      or Property              | 26
|    | 17.5. Director Holding Other Office in
      the Company                | 26
|    | 17.6. No Disqualification                                               | 27
|    | 17.7. Professional Services by Director
      or Officer                | 27
|    | 17.8. Director or Officer in Other Corporations                         | 27
|    |                                                                         |   
|18. | PROCEEDINGS OF DIRECTORS                                                | 27
|    | 18.1. Meetings of Directors                                             | 27
|    | 18.2. Voting at Meetings                                                | 27
|    | 18.3. Chair of Meetings                                                 | 27
|    | 18.4. Meetings by Telephone or Other Communications
      Medium        | 28
|    | 18.5. Calling of Meetings                                               | 28
|    | 18.6. Notice of Meetings                                                | 28
|    | 18.7. When Notice Not Required                                          | 28
|    | 18.8. Meeting Valid Despite Failure to
      Give Notice                | 28
|    | 18.9. Waiver of Notice of Meetings                                      | 29
|    | 18.10. Quorum                                                           | 29
|    | 18.11. Validity of Acts Where Appointment
      Defective               | 29
|    | 18.12. Consent Resolutions in Writing                                   | 29
|    |                                                                         |   
|19. | EXECUTIVE AND OTHER COMMITTEES                                          | 30
|    | 19.1. Appointment and Powers of Executive
      Committee               | 30
|    | 19.2. Appointment and Powers of Other Committees                        | 30
|    | 19.3. Obligations of Committees                                         | 30
|    | 19.4. Powers of Board                                                   | 31
|    | 19.5. Committee Meetings                                                | 31
|    |                                                                         |   
|20. | OFFICERS                                                                | 31
|    | 20.1. Directors May Appoint Officers                                    | 31
|    | 20.2. Functions, Duties and Powers of Officers                          | 31
|    | 20.3. Qualifications                                                    | 32
|    | 20.4. Remuneration and Terms of Appointment                             | 32
|    |                                                                         |   
|21. | INDEMNIFICATION                                                         | 32
|    | 21.1. Definitions                                                       | 32
|    | 21.2. Mandatory Indemnification of Directors
      and Former Directors | 32
|    | 21.3. Indemnification of Other Persons                                  | 33
|    | 21.4. Non-Compliance with Business Corporations
      Act               | 33
|    | 21.5. Company May Purchase Insurance                                    | 33
|    |                                                                         |   
|22. | DIVIDENDS                                                               | 33
|    | 22.1. Payment of Dividends Subject to Special
      Rights              | 33
|    | 22.2. Declaration of Dividends                                          | 33
|    | 22.3. No Notice Required                                                | 33

---

v

|    | 22.4. Record Date                                                    | 34
|--- | -------------------------------------------------------------------- | --
|    | 22.5. Manner of Paying Dividend                                      | 34
|    | 22.6. Settlement of Difficulties                                     | 34
|    | 22.7. When Dividend Payable                                          | 34
|    | 22.8. Dividends to be Paid in Accordance
      with Number of Shares | 34
|    | 22.9. Receipt by Joint Shareholders                                  | 34
|    | 22.10. Dividend Bears No Interest                                    | 34
|    | 22.11. Fractional Dividends                                          | 34
|    | 22.12. Payment of Dividends                                          | 35
|    | 22.13. Capitalization of Surplus                                     | 35
|    | 22.14. Set Aside Funds                                               | 35
|    |                                                                      |   
|23. | ACCOUNTING RECORDS                                                   | 35
|    | 23.1. Recording of Financial Affairs                                 | 35
|    | 23.2. Inspection of Accounting Records                               | 35
|    | 23.3. Copies of Financial Statements                                 | 35
|    |                                                                      |   
|24. | NOTICES                                                              | 35
|    | 24.1. Method of Giving Notice                                        | 36
|    | 24.2. Deemed Receipt of Mailing                                      | 37
|    | 24.3. Certificate of Sending                                         | 37
|    | 24.4. Notice to Joint Shareholders                                   | 37
|    | 24.5. Notice to Trustees                                             | 37
|    |                                                                      |   
|25. | SEAL                                                                 | 37
|    | 25.1. Who May Attest Seal                                            | 37
|    | 25.2. Sealing Copies                                                 | 38
|    | 25.3. Mechanical Reproduction of Seal                                | 38

---