Exhibit 4.2

 


	

    	
HUDBAY MINERALS   INC. BY-LAW NUMBER 1 BY-LAW NO. 1 A by-law relating generally to the conduct   of the affairs of HUDBAY MINERALS INC. CONTENTS Part One - Interpretation   Part Two - Business of the Corporation Part Three - Directors Part Four - Meetings   of Directors Part Five - Committees Part Six - Officers Part Seven -   Protection of Directors, Officers and Others Part Eight - Shares Part Nine -   Dividends and Rights Part Ten - Meetings of Shareholders Part Eleven -   Notices Part Twelve - Effective Date BE IT ENACTED AND IT IS HEREBY ENACTED   as a by-law of HudBay Minerals Inc. (hereinafter called the “Corporation”) as   follows: PART ONE INTERPRETATION 1.01 Definitions In this by-law and all   other by-laws of the Corporation, unless the context otherwise specifies or   requires:
    




 









	

    	
- 2 - - “Act”   means the Canada Business Corporations Act, R.S.C., 1985, c. C-44, as from   time to time amended, and every statute that may be substituted therefor and,   in the case of such amendment or substitution, any reference in the by-laws   of the Corporation shall be read as referring to the amended or substituted   provisions therefor: - “board” means the board of directors of the   Corporation; - “by-laws” means any by-law of the Corporation from time to   time in force and effect; - “meeting of shareholders” includes an annual   meeting of shareholders and a special meeting of shareholders; -   “non-business day” means Saturday, Sunday and any other day that is a holiday   as defined in the Interpretation Act (Canada); - “recorded address” means in   the case of a shareholder, his address as recorded in the securities   register; and in the case of joint shareholders, the address appearing in the   securities register in respect of such joint holding, or the first address so   appearing if there are more than one; and in the case of a director, officer,   auditor or member of a committee of the board, his latest address as recorded   in the records of the Corporation; - “signing officer” means, in relation to   any instrument, any person authorized to sign the same on behalf of the   Corporation by section 2.04 or by a resolution passed pursuant thereto; -   “special meeting of shareholders” includes a meeting of any class or classes   of shareholders, and means a special meeting of all shareholders entitled to   vote at an annual meeting of shareholders: - all terms contained in the   by-laws which are defined in the Act shall have the meanings given to such   terms in the Act; - words importing the singular number only shall include   the plural and vice-versa; words importing the masculine gender shall include   the feminine and neuter genders; words importing persons shall include bodies   corporate, partnerships, syndicates, trusts and any number or aggregate of   persons; and - the headings used in the by-laws are inserted for reference   purposes only, and are not to be considered or taken into account in   construing the terms or provisions thereof, or to be deemed in any way to   clarify, modify or explain the effect of any such terms or provisions. PART   TWO BUSINESS OF THE CORPORATION 2.01 Registered Office Unless changed in   accordance with the Act, the registered office of the Corporation shall be at   the place within Canada from time to time specified in the articles and at   such address therein as the directors may from time to time determine.
    




 









	

    	
- 3 - 2.02   Corporate Seal The corporate seal of the Corporation shall be in such form as   the directors may by resolution adopt from time to time. 2.03 Financial Year   The first financial period of the Corporation and thereafter the fiscal year   of the Corporation shall terminate on such date as the directors may by   resolution determine. 2.04 Execution of Contracts, Etc. Subject to section   2.06, contracts, documents or instruments in writing requiring the signature   of the Corporation may be signed on behalf of the Corporation, when only one   person is elected or appointed as an officer and as the director of the   Corporation, by that person and, when two or more persons are elected or   appointed as an officer or as a director of the Corporation, by any one   director or any one person holding the office of chairman or co-chairman of   the board, managing director, president, chief executive officer, chief   operating officer, chief financial officer, vice-president, general manager,   secretary, treasurer, controller, assistant secretary, assistant treasurer or   any other office the holder of which has been designated as a signing officer   by the directors. The directors are authorized from time to time by   resolution to appoint any officer or officers or any other person or persons   on behalf of the Corporation, including, without limitation, any director of   the Corporation, either to sign contracts, documents or instruments in   writing generally or to sign specific contracts, documents or instruments in   writing. The signature or signatures of any officer or director of the   Corporation and of any officer or officers, person or persons appointed as   aforesaid by resolution of the directors may, if specifically authorized by   resolution of the directors, be printed, engraved, lithographed or otherwise   mechanically reproduced upon all contracts, documents or instruments in   writing or bonds, debentures or other securities of the Corporation executed   or issued by or on behalf of the Corporation, and all contracts, documents or   instruments in writing or securities of the Corporation on which the   signature or signatures of any of the foregoing officers, directors or   persons shall be so reproduced, as authorized by resolution of the directors,   shall be deemed to have been manually signed by such officers, directors or   persons whose signature or signatures is or are so reproduced, and shall be   as valid to all intents and purposes as if they had been signed manually, and   notwithstanding that the officers, directors or persons whose signature or   signatures is or are so reproduced may have ceased to hold office at the date   of the delivery or issue of such contracts, documents or instruments in   writing or securities of the Corporation. The corporate seal of the Corporation   may, when required, be affixed to contracts, documents or instruments in   writing signed as aforesaid or by an officer or officers, person or persons   appointed as aforesaid by resolution of the board of directors, although a   document is not invalid merely because a corporate seal is not affixed   thereto. The term “contracts, documents or instruments in writing” as used in   this by-law shall include deeds, mortgages, hypothecs, charges, conveyances,   transfers and assignments of property, real or personal, immovable or   movable, agreements, releases, receipts and discharges for the payment of   money or other obligations, conveyances, transfers and assignments of   securities and all paper writings.
    




 









	

    	
- 4 - 2.05   Banking Arrangements The banking business of the Corporation including,   without limitation, the borrowing of money and the giving of security   therefor, shall be transacted with such banks, trust companies or other   bodies corporate or organizations as may from time to time be designated by   or under the authority of the directors. Such banking business or any part   thereof shall be transacted under such agreements, instructions and   delegations of powers as the directors may from time to time prescribe or   authorize. 2.06 Cheques, Drafts, Notes, Etc. All cheques, drafts or orders   for the payment of money, and all notes, acceptances and bills of exchange   shall be signed by such officer or officers or other person or persons,   whether or not an officer or officers of the Corporation, and in such manner   as the directors may from time to time designate by resolution. 2.07 Custody   of Securities All securities (including certificates, warrants or other   evidences of conversion privileges, options or rights to acquire securities)   owned by the Corporation shall be lodged in the name of the Corporation with   a chartered bank or a trust company or in a safety deposit box or, if so   authorized by resolution of the directors, with such other depositaries or in   such other manner as may be determined from time to time by the directors.   All securities (including warrants) belonging to the Corporation may be   issued and held in the name of a nominee or nominees of the Corporation (and   if issued or held in the names of more than one nominee shall be held in the   names of the nominees jointly with right of survivorship), and shall be   endorsed in blank with endorsement guaranteed in order to enable transfer   thereof to be completed and registration thereof to be effected. 2.08 Voting   Securities in Other Bodies Corporate The signing officers of the Corporation   may execute and deliver proxies and arrange for the issuance of voting   certificates or other evidence of the right to exercise the voting rights   attaching to any securities held by the Corporation. Such instruments shall   be in favour of such persons as may be determined by the said signing   officers executing or arranging for the same. In addition, the directors may   from time to time direct the manner in which and the persons by whom any   particular voting rights or class of voting rights may or shall be exercised.   PART THREE DIRECTORS 3.01 Number of Directors Until changed in accordance   with the Act, the board shall consist of not fewer than the minimum number   and not more than the maximum number of directors provided in the articles. 3.02   Qualification Every director shall be an individual eighteen (18) or more   years of age, and no one who is of unsound mind and has been so found by a   court in Canada or elsewhere, or who has the status of a bankrupt shall be a   director. Unless the articles otherwise provide, a director need not be a   shareholder.
    




 









	

    	
- 5 - At least   twenty-five per cent of the directors of the Corporation must be resident   Canadians. If at any time the Corporation has less than four directors, at   least one director must be a resident Canadian. 3.03 Term of Office A   director’s term of office (subject to the provisions, if any, of the   Corporation’s articles, and subject to his election for an expressly stated   term) shall be from the date of the meeting at which he is elected or   appointed until the close of the annual meeting next following, or until his   successor is elected or appointed. 3.04 Election and Removal Directors shall   be elected by the shareholders in a meeting on a show of hands unless a poll   is demanded, and if a poll is demanded, such election shall be by ballot. The   number of directors to be elected at any such meeting shall be the number of   directors then in office unless the directors or the shareholders otherwise   determine. Except for those directors elected for an expressly stated term,   all the directors then in office shall cease to hold office at the close of a   meeting of shareholders at which directors are elected but, if qualified, are   eligible for re-election. If a meeting of the shareholders of the Corporation   fails to elect the number or the minimum number of directors required by the   articles by reason of the disqualification, incapacity or the death of any   candidates, the directors elected at that meeting may exercise all the powers   of the directors if the number of directors so elected constitutes a quorum.   Subject to subsection 2 of section 109 of the Act, the shareholders of the   Corporation may, by ordinary resolution at a special meeting, remove any   director before the expiration of his term of office, in which case the   director so removed shall vacate office forthwith upon the passing of the   resolution for his removal, and may, by a majority of the votes cast at the   meeting, elect any person in his stead for the remainder of his term. 3.05   Vacation of Office The office of a director shall ipso facto be vacated if:   (a) he dies; (b) he is removed from office by the shareholders; (c) he   becomes bankrupt; (d) he is found by a court in Canada or elsewhere to be of   unsound mind; or (e) his written resignation is received by the Corporation,   or if a time is specified in such resignation, at the time so specified,   whichever is later. 3.06 Vacancies Subject to the Act, where a vacancy occurs   in the board, except a vacancy resulting from an increase in the number or   minimum number of directors or from failure to elect the number or minimum   number of directors required by the articles, and a quorum of directors   remains in office, the directors then in office (even though twenty-five per   cent of such directors are not resident Canadians) may appoint a person to   fill the vacancy for the remainder of the term. If there is not then a quorum   of directors or if there has been a failure to elect the number or minimum   number of directors required by the articles, the directors then in office   shall forthwith call a special meeting of shareholders to fill the
    




 









	

    	
- 6 - vacancy   and, if they fail to do so or if there are no directors then in office, the   meeting may be called by any shareholder. 3.07 Action by Directors Subject to   any unanimous shareholder agreement, the directors shall manage the business   and affairs of the Corporation, and may exercise all such powers and do all   such acts and things as may be exercised or done by the Corporation and are   not by the Act, the articles, the by-laws, any special resolution of the   Corporation, a unanimous shareholder agreement or by statute expressly   directed or required to be done in some other manner. 3.08 Canadian Directors   Present at Meetings The directors shall not transact business at a meeting   unless at least twenty-five per cent of the directors present are resident   Canadians or, if the Corporation has less than four directors, at least one   of the directors present is a resident Canadian, except where: (a) a resident   Canadian director who is unable to be present approves in writing or by   telephonic, electronic or other communication facility, the business   transacted at the meeting; and (b) the required number of resident Canadian   directors would have been present had that director been present at the   meeting. 3.09 Duties Every director and officer of the Corporation in   exercising his powers and discharging his duties shall: (a) act honestly and   in good faith with a view to the best interest of the Corporation; and (b)   exercise the care, diligence and skill that a reasonably prudent person would   exercise in comparable circumstances. 3.10 Validity of Acts An act by a   director or officer is valid notwithstanding an irregularity in his election   or appointment or a defect in his qualification. 3.11 Remuneration and   Expenses Subject to any unanimous shareholder agreement, the remuneration to   be paid to the directors shall be such as the directors shall from time to   time determine. The directors may also by resolution award special remuneration   to any director in undertaking any special services on the Corporation’s   behalf other than the routine work ordinarily required of a director of a   Corporation. The confirmation of any such resolution or resolutions by the   shareholders shall not be required. The directors shall also be entitled to   be paid their travelling and other expenses properly incurred by them in   connection with the affairs of the Corporation.
    




 









	

    	
- 7 - PART FOUR   MEETINGS OF DIRECTORS 4.01 Calling of Meetings Meetings of the directors   shall be held from time to time at such place as the chairman of the board   (if any), the president or vice-president who is a director or any two   directors may determine and the secretary shall, upon direction of any of the   foregoing, convene a meeting of directors. 4.02 Place of Meeting Meetings of   directors or of any committee of directors may be held at any place in or   outside Canada. 4.03 Notice Notice of the time and place for the holding of   any such meeting shall be delivered, mailed, or sent by telefacsimile or   electronic mail or other electronic means capable of producing a written copy   to each director not less than two days (exclusive of the day on which the   notice is delivered, mailed, or sent by telefacsimile or electronic mail   other electronic means capable of producing a written copy, but inclusive of   the day for which notice is given) before the date of the meeting; provided   that meetings of the directors or of any committee of directors may be held   at any time without formal notice if all the directors are present (except   where a director attends a meeting for the express purpose of objecting to   the transaction of any business on the grounds that the meeting is not   lawfully called) or if all absent directors have waived notice. Notice of any   meeting of directors or of any committee of directors or any irregularity in   any meeting or the notice thereof may be waived by any director in writing or   by telefacsimile or electronic mail or other electronic means capable of   producing a written copy addressed to the Corporation or in any other manner,   and such waiver may be validly given either before or after the meeting to   which such waiver relates. A notice of meeting of directors or of any   committee of directors need not specify the purpose of or the business to be   transacted at the meeting except where the Act requires such purpose or   business to be specified, including any proposal to: (a) submit to the   shareholders any question or matter requiring approval of the shareholders;   (b) fill a vacancy among the directors or in the office of auditors of the   Corporation; (c) issue securities of the Corporation; (d) declare dividends;   (e) purchase, redeem or otherwise acquire shares of the Corporation; (f) pay   a commission for the sale of shares; (g) approve a management proxy circular;   (h) approve a takeover bid circular or directors’ circular; (i) approve any   annual financial statements; or
    




 









	

    	
- 8 - (j)   adopt, amend or repeal by-laws. 4.04 Quorum Subject to section 3.08, the   quorum for the transaction of business at any meeting of the directors shall   consist of a majority of the directors then in office and, notwithstanding   any vacancy among the directors, a quorum of directors may exercise all the   powers of the directors. 4.05 First Meeting of the New Board For the first   meeting of directors to be held following the election of directors at an   annual or special meeting of the shareholders, or for a meeting of directors   at which a director is appointed to fill a vacancy in the board, no notice of   such meeting need be given to the newly elected or appointed director or   directors in order for the meeting to be duly constituted, provided a quorum   of the directors is present. 4.06 Adjournment Any meeting of directors or of   any committee of directors may be adjourned from time to time by the chairman   of the meeting, with the consent of the meeting, to a fixed time and place,   and no notice of the time and place for the holding of the adjourned meeting   need be given to any director if the time and place of the adjourned meeting   are announced at the original meeting. Any adjourned meeting shall be duly   constituted if held in accordance with the terms of the adjournment and a   quorum is present thereat. The directors who formed a quorum at the original   meeting are not required to form the quorum at the adjourned meeting. If   there is no quorum present at the adjourned meeting, the original meeting   shall be deemed to have terminated forthwith after its adjournment. 4.07   Telephone Participation Where all directors have consented thereto (either   before or after the meeting), a director may participate in a meeting of   directors or of any committee of directors by means of such telephone or   other communications facilities as permit all persons participating in the   meeting to hear each other, and a director participating in a meeting by such   means shall be deemed to be present at that meeting. 4.08 Regular Meetings   The directors may appoint a day or days in any month or months for regular   meetings of the directors at a place and hour to be named. A copy of any   resolution of the board fixing the place and time of such regular meetings   shall be sent to each director forthwith after being passed, but no other   notice shall be required for any such regular meeting except where the Act   requires the purpose thereof or the business to be transacted thereat to be   specified. 4.09 Chairman The chairman of any meeting of the directors shall   be the first mentioned of such of the following officers as have been   appointed and who is a director and is present at the meeting: chairman of   the board, managing director, president, or a vice-president. If no such   officer is present, the directors present shall choose one of their number to   be chairman.
    




 









	

    	
- 9 - 4.10   Votes to Govern All questions arising at any meeting of directors shall be   decided by a majority of votes. In case of an equality of votes, the chairman   of the meeting in addition to his original vote shall not have a second or   casting vote. 4.11 Resolution in Lieu of Meeting A resolution in writing   signed by all the directors entitled to vote on that resolution at a meeting   of directors or committee of directors is as valid as if it had been passed   at a meeting of directors or committee of directors. A copy of every such   resolution shall be kept with the minutes of the proceedings of the directors   or committee of directors. 4.12 One Director Meeting If the Corporation has   only one director, that director may constitute a meeting. PART FIVE   COMMITTEES 5.01 Committees of Directors The directors may appoint one or more   committees of the board, however designated, and delegate to any such   committee any of the powers of the board except those which pertain to items   which, under the Act, a committee of the board has no authority to exercise.   5.02 Transaction of Business Subject to the provisions of section 4.07, the   powers of such committee or committees of directors may be exercised by a   meeting at which a quorum is present or by resolution in writing signed by   all the members of such committee who would have been entitled to vote on   that resolution at a meeting of the committee. Meetings of such committee may   be held at any place in or outside Canada. 5.03 Advisory Bodies The directors   may from time to time appoint advisory bodies as they may deem advisable.   5.04 Procedure Unless otherwise determined by the directors, each committee   shall have the power to fix its quorum at not less than a majority of its   members, to elect its chairman and to regulate its procedure.
    




 









	

    	
- 10 - PART SIX   OFFICERS 6.01 Appointment of Officers The directors shall annually or as   often as may be required appoint a president and a secretary, and if deemed   advisable, may annually or as often as may be required appoint one or more   vice-presidents, (to which title may be words added indicating seniority or   function), a treasurer, and such other officers as the directors may   determine, including one or more assistants to any one of the officers so   appointed. Subject to sections 6.02 and 6.03, an officer may but need not be   a director, and one person may hold more than one office. In case and   whenever the same person holds the offices of secretary and treasurer, he may   but need not be known as the secretary-treasurer. The directors may from time   to time appoint such other officers, employees and agents as they shall deem   necessary who shall have such authority and shall perform such functions and   duties as may from time to time be prescribed by resolution of the directors.   6.02 Chairman of the Board The board may from time to time appoint a chairman   of the board who shall be a director. If appointed, the directors may assign   to him any of the powers and duties that are by any provisions of this by-law   assigned to the managing director or to the president; and he shall, subject   to the provisions of the Act, have such other powers and duties as the   directors may specify. During the absence or disability of the chairman of   the board, his duties shall be performed and his powers exercised by the   managing director, if any, or by the president. 6.03 Managing Director The   directors may from time to time appoint from their number a managing director   who is a resident Canadian, and may delegate to the managing director any of   the powers of the directors subject to the Act. A managing director shall   conform to all lawful orders given to him by the directors of the   Corporation, and shall at all reasonable times give to the directors or any   of them all information they may require regarding the affairs of the   Corporation. 6.04 President The president may be the chief executive officer   of the Corporation, and shall exercise general supervision over the business   and affairs of the Corporation. In the absence of the chairman of the board   and managing director, if any, and if the president is also a director of the   Corporation, the president shall, when present, preside at all meetings of   the directors, any committee of the directors and shareholders; he shall sign   such contracts, documents or instruments in writing as require his signature,   and shall have such other powers and shall perform such other duties as may   from time to time be assigned to him by resolution of the directors or as are   incident to his office. 6.05 Vice-President The vice-president or, if more   than one, the vice-presidents in order of seniority, shall be vested with all   the powers and shall perform all the duties of the president in the absence   or inability or refusal to act of the president, provided, however, that a   vice-president who is not a director shall not preside as chairman at any   meeting of directors or shareholders. The vice-president or, if more than   one, the vice-presidents in order of seniority, shall sign such contracts,   documents or instruments in writing as
    




 









	

    	
- 11 - require   his or their signatures and shall also have such other powers and duties as   may from time to time be assigned to him or them by resolution of the   directors. 6.06 Secretary The secretary shall give or cause to be given   notices for all meetings of the directors and any committee of the directors   and shareholders when directed to do so, and shall have charge of the minute   books of the Corporation and, subject to the provisions of section 8.03   hereof, of the documents and registers required by the Act. He shall sign   such contracts, documents or instruments in writing as require his signature,   and shall have such other powers and duties as may from time to time be   assigned to him by resolution of the directors, or as are incident to his   office. 6.07 Treasurer Subject to the provisions of any resolution of the   directors, the treasurer shall have the care and custody of all the funds and   securities of the Corporation, and shall deposit the same in the name of the   Corporation in such bank or banks or with such other depositary or   depositaries as the directors may by resolution direct. He shall prepare and   maintain proper accounting records in compliance with the Act. He shall   render to the directors whenever required an account of all his transactions   as treasurer and of the financial position of the Corporation. He shall sign   such contracts, documents or instruments in writing as require his signature,   and shall have such other powers and duties as may from time to time be   assigned to him by resolution of the directors or as are incident to his office.   6.08 Powers and Duties of Other Officers The powers and duties of all other   officers shall be such as the terms of their engagement call for or as the   directors or the chief executive officer may specify. Any of the powers and   duties of an officer to whom an assistant has been appointed may be exercised   and performed by such assistant, unless the board or the chief executive   officer otherwise directs. 6.09 Duties of Officers May Be Delegated In case   of the absence or inability or refusal to act of any officer of the   Corporation or for any other reason that the directors may deem sufficient,   the directors may delegate all or any of the powers of such officer to any   other officer or to any director for the time being. 6.10 Term of Office All   officers in the absence of agreement to the contrary, shall be subject to   removal by resolution of the directors at any time, with or without cause.   Otherwise, each officer appointed by the directors shall hold office until   his successor is appointed. 6.11 Variation of Powers and Duties The directors   may from time to time and subject to the provisions of the Act, vary, add to   or limit the powers and duties of any officer. 6.12 Terms of Employment and   Remuneration The terms of employment and remuneration of all officers   appointed by the board, including the chairman of the board, if any, and the   president shall be determined from time to time by
    




 









	

    	
- 12 -   resolution of the board. The fact that any officer or employee is a director   or shareholder shall not disqualify him from receiving such remuneration as   may be determined. 6.13 Conflict of Interest An officer shall disclose his   interest in any material contract or proposed material contract with the   Corporation in accordance with section 7.04. 6.14 Fidelity Bonds The directors   may require such officers, employees and agents of the Corporation as the   directors deem advisable to furnish bonds for the faithful discharge of their   powers and duties, in such form and with such surety as the directors may   from time to time determine, provided that no director shall be liable for   failure to require any such bond or for the insufficiency of any such bond or   for any loss by reason of the failure of the Corporation to receive any   indemnity thereby provided. 6.15 Vacancies If the office of chairman,   managing director, president, vice-president, secretary, treasurer, or any   other office created by the directors pursuant to section 6.08 hereof shall   be or become vacant by reason of death, resignation or in any other manner   whatsoever, the directors shall in the case of the president or the secretary   and may in the case of any other officer appoint an officer to fill such   vacancy. 6.16 Other Officers The duties of all other officers of the   Corporation shall be such as the terms of their engagement call for or the   board requires of them. Any of the powers and duties of an officer to whom an   assistant has been appointed may be exercised and performed by such   assistant, unless the board otherwise directs. PART SEVEN PROTECTION OF   DIRECTORS AND OFFICERS 7.01 Limitation of Liability No director or officer   for the time being of the Corporation shall be liable for the acts, receipts,   neglects or defaults of any other director or officer or employee or for   joining in any receipt or act for conformity, or for any loss, damage or   expense happening to the Corporation through the insufficiency or deficiency   of title to any property acquired by the Corporation or for or on behalf of   the Corporation, or for the insufficiency or deficiency of any security in or   upon which any of the moneys of or belonging to the Corporation shall be   placed out or invested, or for any loss or damage arising from the   bankruptcy, insolvency or tortious act of any person, including any person   with whom or which any moneys, securities or effects shall be lodged or   deposited, or for any loss, conversion, misapplication or misappropriation of   or any damage resulting from any dealings with any moneys, securities or   other assets belonging to the Corporation or for any other loss, damage or   misfortune whatever which may happen in the execution of the duties of his   office or in relation thereto, unless the same shall happen by or through his   failure to exercise his powers and to discharge his duties honestly, in good   faith with a view to the best interests of the Corporation, and in connection   therewith to exercise the care, diligence and skill that a reasonably prudent   person would exercise in comparable circumstances, provided that
    




 









	

    	
- 13 - nothing   herein contained shall relieve a director or officer from the duty to act in   accordance with the Act and regulations made thereunder, or relieve him from   liability for a breach thereof. The directors for the time being of the   Corporation shall not be under any duty or responsibility in respect of any   contract, act or transaction whether or not made, done or entered into in the   name or on behalf of the Corporation, except such as shall have been   submitted to and authorized or approved by the board of directors. 7.02   Indemnity Subject to the Act, the Corporation shall indemnify a director or   officer of the Corporation, a former director or officer of the Corporation   or another individual who acts or acted at the Corporation’s request as a   director or officer, or an individual acting in a similar capacity, of   another entity, against all costs, charges and expenses, including an amount   paid to settle an action or satisfy a judgment, reasonably incurred by the   individual in respect of any civil, criminal, administrative, investigative   or other proceeding to which the individual is involved because of that   association with the Corporation or other entity, if: (a) the individual   acted honestly and in good faith with a view to the best interests of the   Corporation, or, as the case may be, to the best interests of the other   entity for which the individual acted as director or officer or in a similar   capacity at the Corporation’s request; and (b) in the case of a criminal or   administrative action or proceeding that is enforced by a monetary penalty, the   individual had reasonable grounds for believing that the individual’s conduct   was lawful. 7.03 Insurance Subject to the Act, the Corporation may purchase   and maintain insurance for the benefit of any person referred to in section   7.02 against any liability incurred by him in his capacity as a director or   officer of the Corporation or of another body corporate at the Corporation’s   request. 7.04 Conflict of Interest A director or officer who is a party to,   or who is a director or officer of or has a material interest in any material   contract with the Corporation shall disclose the nature and extent of his   interest at the time and in the manner provided by the Act. Any such contract   or proposed contract shall be referred to the directors or shareholders for approval   even if such contract is one that in the ordinary course of the Corporation’s   business would not require approval by the directors or shareholders, and a   director interested in a contract so referred to the board shall not vote on   any resolution to approve the same except as provided by the Act. 7.05   Submission of Contracts or Transactions to Shareholders for Approval The   directors in their discretion may submit any contract, act or transaction for   approval, ratification or confirmation at any annual meeting of the   shareholders or at any special meeting of the shareholders called for the   purpose of considering the same and any contract, act or transaction that   shall be approved, ratified or confirmed by resolution passed by a majority   of the votes cast at any such meeting (unless any different or additional   requirement is imposed by the Act or by the Corporation’s articles or any   other by-law) shall be as valid and as binding upon the Corporation and upon   all the
    




 









	

    	
- 14 -   shareholders as though it had been approved, ratified and/or confirmed by   every shareholder of the Corporation. PART EIGHT SHARES 8.01 Allotment   Subject to the Act, the articles of the Corporation and any unanimous   shareholder agreement, the directors may from time to time allot, or grant   options to purchase, the whole or any part of the authorized and unissued   shares of the Corporation at such times and to such persons and for such   consideration as the directors may determine, provided that no share shall be   issued until it is fully paid as provided by the Act. 8.02 Commissions The   directors may from time to time authorize the Corporation to pay a reasonable   commission to any person in consideration of his purchasing or agreeing to   purchase shares of the Corporation, whether from the Corporation or from any   other person, or procuring or agreeing to procure purchasers for any such   shares. 8.03 Transfer Agents and Registrars The directors may from time to   time appoint a registrar to maintain the securities register and a transfer   agent to maintain the register of transfers and may also appoint one or more   branch registrars to maintain branch securities registers and one or more   branch transfer agents to maintain branch registers of transfers, but one   person may be appointed both registrar and transfer agent. The directors may   at any time terminate any such appointment. 8.04 Share Certificates Every   holder of one or more shares of the Corporation shall be entitled, at his   option, to a share certificate, or to a non-transferrable written acknowledgement   of his right to obtain a share certificate, stating the number and class or   series of shares held by him as shown on the securities register. Share   certificates and acknowledgements of a shareholder’s right to a share   certificate shall be in such form as the directors shall from time to time   approve. Any share certificate shall be signed in accordance with section   2.04; it need not be under the corporate seal. The signature of one of the   signing officers may be printed or mechanically reproduced in facsimile upon   share certificates; the other officer must sign manually. Every such   facsimile signature shall for all purposes be deemed to be a signature   binding upon the Corporation. Unless the directors otherwise determine,   certificates representing shares in respect of which a transfer agent or   registrar, as the case may be, has been appointed shall not be valid unless   countersigned manually by or on behalf of such transfer agent or registrar.   In the case of share certificates which are not valid unless countersigned   manually by or on behalf of a transfer agent or registrar, the signature of   both signing officers may be printed or mechanically reproduced in facsimile   upon share certificates and every such facsimile signature shall for all   purposes be deemed to be a signature binding upon the Corporation.   Notwithstanding any change in the persons holding office between the time of   signing and the issuance of any certificate, and notwithstanding that a   person may not have held office at the date of issuance of such certificate,   any such certificate so signed shall be valid and binding upon the   Corporation.
    




 









	

    	
- 15 - 8.05   Registration of Transfer Subject to the Act, a transfer of shares shall not   be registered in a securities register except upon presentation of the   certificate representing such shares with a transfer endorsed thereon, or   delivered therewith, duly executed by the registered holder or by his   attorney, fiduciary or agent duly appointed, together with such reasonable   assurance that the endorsement is genuine and effective as the directors may   from time to time prescribe, upon payment of all applicable taxes and any   reasonable fees prescribed by the directors, upon compliance with such   restrictions on transfer as are authorized by the articles, and upon   satisfaction of any lien referred to in section 8.10. 8.06 Non-Recognition of   Trusts Subject to the Act, the Corporation may treat the registered holder of   any share as the person exclusively entitled to vote, to receive notices, to   receive any dividend or other payments in respect of the share, and otherwise   to exercise all the rights and powers of an owner of the share. 8.07 Joint   Shareholders If two or more persons are registered as joint holders of any   share, the Corporation shall not be bound to issue more than one certificate   in respect thereof, and delivery of such certificate to one of such persons   shall be sufficient delivery to all of them. Any one of such persons may give   effectual receipts for the certificate issued in respect thereof or for any   dividend, bonus, return of capital or other money payable or warrant issuable   in respect of such share. 8.08 Deceased Shareholders In the event of the   death of a holder, or of one of the joint holders, of any share, the   Corporation shall not be required to make any entry in the securities   register in respect thereof or to make dividends or other payments in respect   thereon except upon production of all such documents as may be required by   law and upon compliance with the reasonable requirements of the Corporation   and its transfer agents. 8.09 Replacement of Share Certificates The directors   or any officer or agent designated by the directors may in their or his   discretion direct the issue of a new share certificate in lieu of and upon   cancellation of a share certificate that has been mutilated or in   substitution for a share certificate claimed to have been lost, destroyed or   wrongfully taken on payment of such reasonable fee, and on such terms as to   indemnity, reimbursement of expenses and evidence of loss and of title as the   directors may from time to time prescribe, whether generally or in any   particular case. 8.10 Lien for Indebtedness If the articles provide that the   Corporation shall have a lien on shares registered in the name of a shareholder   indebted to the Corporation, such lien may be enforced, subject to the   articles and to any unanimous shareholder agreement, by the sale of the   shares thereby affected or by any other action, suit, remedy or proceeding   authorized or permitted by law or by equity and, pending such enforcement,   may refuse to register a transfer of the whole or any part of such shares. 
    




 









	

    	
- 16 - PART   NINE DIVIDENDS AND RIGHTS 9.01 Dividends Subject to the Act, the directors   may from time to time declare dividends payable to the shareholders according   to their respective rights and interests in the Corporation. Dividends may be   paid in money or property or by issuing fully paid shares of the Corporation.   9.02 Dividend Cheques A dividend payable in money shall be paid by cheque   drawn on the Corporation’s bankers or one of them to the order of each   registered holder of shares of the class or series in respect of which it has   been declared and mailed by prepaid ordinary mail to such registered holder   at his recorded address, unless such holder otherwise directs. In the case of   joint holders the cheque shall, unless such joint holders otherwise direct,   be made payable to the order of all of such joint holders and mailed to them   at their recorded address. The mailing of such cheque as aforesaid, unless   the same is not paid on due presentation, shall satisfy and discharge the   liability for the dividend to the extent of the sum represented thereby plus   the amount of any tax which the Corporation is required to and does withhold.   9.03 Non-Receipt of Cheques In the event of non-receipt of any dividend   cheque by the person to whom it is sent as aforesaid, the Corporation shall   issue to such person a replacement cheque for a like amount on such terms as   to indemnity, reimbursement of expenses and evidence of non-receipt and of   title as the directors may from time to time prescribe, whether generally or   in any particular case. 9.04 Record Date for Dividends and Rights The   directors may fix in advance a date, preceding by not more than 50 days the   date for the payment of any dividend or the date for the issue of any warrant   or other evidence of right to subscribe for securities of the Corporation, as   a record date for the determination of the persons entitled to receive   payment for such dividend or to exercise the right to subscribe for such   securities, and notice of any such record date shall be given not less than 7   days before such record date by newspaper advertisement in the manner   provided in the Act unless notice of the record date is waived in writing by   every holder of a share of a class or series affected whose name is set out   in the securities register at the close of business on the day the directors   fix the record date. If no record date is so fixed, the record date for the   determination of the persons entitled to receive payment of any dividend or   to exercise the right to subscribe for securities of the Corporation shall be   at the close of business on the day on which the resolution relating to such   dividend or right to subscribe is passed by the directors. 9.05 Unclaimed   Dividends Any dividend unclaimed after a period of 6 years from the date on   which the same has been declared to be payable shall be forfeited and shall   revert to the Corporation.
    




 









	

    	
- 17 - PART TEN   MEETINGS OF SHAREHOLDERS 10.01 Annual Meetings The annual meeting of   shareholders shall be held at such time in each year and, subject to section   10.03, at such place as the directors, the chairman of the board, the   managing director or the president may from time to time determine, for the   purpose of considering the financial statements and reports required by the   Act to be placed before the annual meeting, electing directors, appointing   auditors and for the transaction of such other business as may properly be   brought before the meeting. 10.02 Special Meetings The directors, the   chairman of the board, the managing director or the president shall have   power to call a special meeting of shareholders at any time. 10.03 Place of   Meetings Meetings of shareholders shall be held at the registered office of   the Corporation or elsewhere in the municipality in which the registered   office is situate or, if the directors shall so determine, at some other   place in Canada or, if all the shareholders entitled to vote at the meeting so   agree, at some place outside Canada. 10.04 Notice of Meetings Notice of the   time and place of each meeting of shareholders shall be given in the manner   provided in Part Eleven not less than 21 nor more than 60 days before the   date of the meeting to each director, to the auditors and to each shareholder   who at the close of business on the record date is entered in the securities   register as the holder of one or more shares carrying the right to vote at   the meeting. Notice of a meeting of shareholders called for any purpose other   than consideration of the financial statements and the auditors’ report,   election of directors and reappointment of incumbent auditors shall state the   nature of such business in sufficient detail to permit the shareholder to   form a reasoned judgment thereon and shall state the text of any special   resolution to be submitted to the meeting. 10.05 List of Shareholders   Entitled to Notice For every meeting of shareholders, the Corporation shall   prepare a list of shareholders entitled to receive notice of the meeting,   arranged in alphabetical order and showing the number of shares held by each   shareholder entitled to vote at the meeting. If a record date for the meeting   is fixed pursuant to section 10.06, the shareholders listed shall be those   registered at the close of business on such record date. If no record date is   fixed, the shareholders listed shall be those registered at the close of   business on the day immediately preceding the day on which notice of the   meeting is given, or where no such notice is given, the day on which the   meeting is held. The list shall be available for examination by any   shareholder during usual business hours at the registered office of the   Corporation or at the place where the central securities register is kept and   at the meeting for which the list was prepared. Where a separate list of   shareholders has not been prepared, the names of persons appearing in the   securities register at the requisite time as the holder of one or more shares   carrying the right to vote at such meeting shall be deemed to be a list of   shareholders.
    




 









	

    	
- 18 - 10.06   Record Date for Notice The directors may fix in advance a record date,   preceding the date of any meeting of shareholders by not more than 60 days   and not less than 21 days, for the determination of the shareholders entitled   to notice of the meeting, provided that notice of any such record date is   given not less than 7 days before such record date, by newspaper   advertisement in the manner provided in the Act unless notice of the record   date is waived in writing by every holder of a share of a class or series   affected whose name is set out in the securities register at the close of   business on the day the directors fix the record date. If no record date is   so fixed, the record date for the determination of the shareholders entitled   to notice of the meeting shall be the close of business on the day   immediately preceding the day on which the notice is given, or, if no notice   is given, the day on which the meeting is held. 10.07 Meetings without Notice   A meeting of shareholders may be held without notice at any time and place   permitted by the Act (a) if all the shareholders entitled to vote thereat are   present in person or represented by proxy or if those not present or   represented by proxy waive notice of or otherwise consent to such meeting   being held, and (b) if the auditors and the directors are present or waive   notice of or otherwise consent to such meeting being held, provided that such   shareholders, auditors or directors present are not attending for the express   purpose of objecting to the transaction of any business on the grounds that   the meeting is not lawfully called. At such a meeting, any business may be   transacted which the Corporation at a meeting of shareholders may transact.   If the meeting is held at a place outside Canada, shareholders not present or   represented by proxy, but who have waived notice of or otherwise consented to   such meeting, shall also be deemed to have consented to the meeting being   held at such place. 10.08 Chairman, Secretary and Scrutineers The chairman of   any meeting of shareholders shall be the first mentioned of such of the   following officers as have been appointed and who is present at the meeting:   president, managing director, chairman of the board, or a vice-president who   is a shareholder. If no such officer is present within 15 minutes from the   time fixed for holding the meeting, the persons present and entitled to vote   shall choose one of their number to be chairman. If the secretary of the Corporation   is absent, the chairman shall appoint some person, who need not be a   shareholder, to act as secretary of the meeting. If desired, one or more   scrutineers, who need not be shareholders, may be appointed by a resolution   or by the chairman with the consent of the meeting. 10.09 Persons Entitled to   be Present The only persons entitled to be present at a meeting of   shareholders shall be those entitled to vote thereat, the directors and   auditors of the Corporation and others who, although not entitled to vote,   are entitled or required under any provision of the Act or the articles or   by-laws to be present at the meeting. Any other person may be admitted only   on the invitation of the chairman of the meeting or with the consent of the   meeting. 10.10 Quorum A quorum for the transaction of business at any meeting   of shareholders shall be 2 persons present in person, each being a   shareholder entitled to vote thereat or a duly appointed proxy or proxyholder   for an absent shareholder so entitled, holding or representing in the   aggregate not less than 10% of the issued shares of the Corporation enjoying   voting rights at such meeting.
    




 









	

    	
- 19 - 10.11   Right to Vote Subject to the provisions of the Act as to representatives of   any other body corporate which is a shareholder of the Corporation and to   section 10.12, every person named in the list referred to in section 10.05   shall be entitled to vote the shares shown thereon opposite his name at the   meeting to which such list relates, except to the extent that (a) where the   Corporation has fixed a record date in respect of such meeting, such person   has transferred any of his shares after such record date, or, where the   Corporation has not fixed a record date in respect of such meeting, such   person has transferred any of his shares after the date on which such list is   prepared, and (b) the transferee, having produced properly endorsed   certificates evidencing such shares or having otherwise established that he   owns such shares, has demanded not later than 10 days before the meeting that   his name be included in such list. In any such excepted case, the transferee   shall be entitled to vote the transferred shares at such meeting. 10.12   Proxyholders and Representatives Every shareholder entitled to vote at a   meeting of shareholders may appoint a proxyholder, or one or more alternate   proxyholders, to attend and act as his representative at the meeting in the   manner and to the extent authorized and with the authority conferred by the   proxy. A proxy shall be in writing executed by the shareholder or his   attorney and shall conform with the requirements of the Act. Alternatively,   every such shareholder which is a body corporate or association may authorize   by resolution of its directors or governing body an individual to represent   it at a meeting of shareholders and such individual may exercise on the   shareholder’s behalf all the powers it could exercise if it were an   individual shareholder. The authority of such an individual shall be   established by depositing with the Corporation a certified copy of such   resolution, or in such other manner as may be satisfactory to the secretary   of the Corporation or the chairman of the meeting. Any such proxyholder or   representative need not be a shareholder. A proxy shall be in written or   printed format or a format generated by telephonic or electronic means and   becomes a proxy when completed and signed in writing or by electronic   signature by the shareholder or his attorney authorized by a document that is   signed in writing or by electronic signature or, if the shareholder is a body   corporate, by an officer or attorney thereof, duly authorized. If a proxy or   document authorizing an attorney is signed by electronic signature, the means   of electronic signature shall permit a reliable determination that the proxy   or document was created or communicated by or on behalf of the shareholder or   attorney, as the case may be. 10.13 Time for Deposit of Proxies The directors   may specify in a notice calling a meeting of shareholders a time, preceding   the time of such meeting by not more than 48 hours exclusive of non-business   days, before which time proxies to be used at such meeting must be deposited.   A proxy shall be acted upon only if, prior to the time so specified, it shall   have been deposited with the Corporation or an agent thereof specified in   such notice or, if no such time is specified in such notice, it has been   received by the secretary of the Corporation or by the chairman of the   meeting or any adjournment thereof prior to the time of voting. 10.14 Joint   Shareholders If two or more persons hold shares jointly, any of them present   in person or represented by proxy at a meeting of shareholders may, in the   absence of the other or others, vote the shares; but if two or more of those   persons are present in person or represented by proxy, they shall vote   together as one on the shares jointly held by them.
    




 









	

    	
- 20 - 10.15   Votes to Govern At any meeting of shareholders every question shall, unless   otherwise required by the articles or by-laws or by law, be determined by the   majority of the votes cast on the question. In case of an equality of votes   either upon a show of hand or upon a poll, the chairman of the meeting shall   not be entitled to a second or casting vote. 10.16 Show of Hands Subject to   the Act, any question at a meeting of shareholders shall be decided by a show   of hands unless a ballot thereon is required or demanded as provided in   section 10.17. Upon a show of hands every person who is present and entitled   to vote shall have one vote. Whenever a vote by show of hands shall have been   taken upon a question, unless a ballot thereon is so required or demanded, a   declaration by the chairman of the meeting that the vote upon the question   has been carried or carried by a particular majority or not carried and an   entry to that effect in the minutes of the meeting shall be prima facie   evidence of the fact without proof of the number or proportion of the votes   recorded in favour of or against any resolution or other proceeding in   respect of the said question, and the result of the vote so taken shall be   the decision of the shareholders upon the said question. For the purpose of   this section, if at any meeting the Corporation has made available to   shareholders the means to vote electronically, any vote made electronically   shall be included in tallying any votes by show of hands. 10.17 Ballots On   any question proposed for consideration at a meeting of shareholders, and   whether or not a show of hands has been taken thereon, the chairman may   require a ballot or any person who is present and entitled to vote at the   meeting may require or demand a ballot. A ballot so required or demanded   shall be taken in such manner as the chairman shall direct. A requirement or   demand for a ballot may be withdrawn at any time prior to the taking of the   ballot. If a ballot is taken each person present shall be entitled, in   respect of the shares which he is entitled to vote at the meeting upon the   question, to that number of votes provided by the Act or the articles, and   the result of the ballot so taken shall be the decision of the shareholders   upon the said question. 10.18 Adjournment The chairman at a meeting of   shareholders may, with the consent of the meeting and subject to such   conditions as the meeting may decide, adjourn the meeting from time to time   and from place to place. If a meeting of shareholders is adjourned for less   than 30 days, it shall not be necessary to give notice of the adjourned   meeting, other than by announcement at the earliest meeting that is   adjourned. Subject to the Act, if a meeting of shareholders is adjourned by   one or more adjournments for an aggregate of 30 days or more, notice of the   adjourned meeting shall be given as for an original meeting. 10.19 Resolution   in Writing A resolution in writing signed by all the shareholders entitled to   vote on that resolution at a meeting of shareholders is as valid as if it had   been passed at a meeting of the shareholders unless a written statement with   respect to the subject matter of the resolution is submitted by a director or   the auditors in accordance with the Act.
    




 









	

    	
- 21 - PART   ELEVEN NOTICES 11.01 Method of Giving Notices Any notice (which term includes   any communication or document) to be given (which term includes sent,   delivered or served) pursuant to the Act, the regulations thereunder, the   articles, the by-laws or otherwise to a shareholder, director, officer,   auditor or member of a committee of the directors shall be sufficiently given   if delivered personally to the person to whom it is to be given or if delivered   to his recorded address or if mailed to him at his recorded address by   prepaid ordinary or air mail or if sent to him at his recorded address by any   means of prepaid transmitted or recorded communication or electronic mail or   other electronic means capable of producing a written copy. A notice so   delivered shall be deemed to have been given when it is delivered personally   or to the recorded address as aforesaid: a notice so mailed shall be deemed   to have been given when deposited in a post office or public letter box: and   a notice so sent by any means of transmitted or recorded communication or   electronic mail or other means of communication shall be deemed to have been   given when dispatched or delivered to the appropriate communication company   or agency or its representative for dispatch. The secretary may change or   cause to be changed the recorded address of any shareholder, director,   officer, auditor or member of a committee of the directors in accordance with   any information believed by him to be reliable. 11.02 Notice to Joint   Shareholders If two or more persons are registered as joint holders of any   share, any notice may be addressed to all of such joint holders but notice to   one of such persons shall be sufficient notice to all of them. 11.03 Computation   of Time In computing the date when notice must be given under any provision   requiring a specified number of days notice of any meeting or other event,   the date of giving the notice shall be excluded and the date of the meeting   or other event shall be included. 11.04 Undelivered Notices If any notice   given to a shareholder pursuant to section 11.01 is returned on three   consecutive occasions because he cannot be found, the Corporation shall not   be required to give any further notices to such shareholder until he informs   the Corporation in writing of his new address. 11.05 Omissions and Errors The   accidental omission to give any notice to any shareholder, director, officer,   auditor or member of a committee of the board or the non-receipt of any notice   by any such person or any error in any notice not affecting the substance   thereof shall not invalidate any action taken at any meeting held pursuant to   such notice or otherwise founded thereon. 11.06 Persons Entitled by Death or   Operation of Law Every person who, by operation of law, transfer, death of   shareholder or any other means whatsoever, shall become entitled to any   share, shall be bound by every notice in respect of such share
    




 









	

    	
- 22 - which   shall have been duly given to the shareholder through whom he derives his   title to such share prior to his name and address being entered on the   securities register (whether such notice was given before or after the   happening of the event upon which he became so entitled) and prior to his   furnishing to the Corporation the proof of authority or evidence of his   entitlement prescribed by the Act. 11.07 Waiver of Notice Any shareholder,   proxyholder, representative, director, officer, auditor, member of a   committee of the board or other person entitled to attend a meeting of   shareholders may at any time waive any notice, or waive or abridge the time   for any notice, required to be given to him or to the shareholder whom the   proxyholder or representative represents under any provision of the Act, the   regulations thereunder, the articles, the by-laws or otherwise and such   waiver or abridgement, whether given before or after the meeting or other   event for which notice is required to be given shall cure any default in the   giving or in the time of such notice, as the case may be. Any such waiver or   abridgement shall be in writing except a waiver of notice of a meeting of   shareholders or of the board which may be given in any manner. PART TWELVE   EFFECTIVE DATE 12.01 Effective Date This by-law shall come into force when   made by the directors in accordance with the Act. [This by-law shall come   into force when approved by the directors and subject to shareholders’ and   regulatory approval for the filing of articles of continuance and issuance of   the Certificate of Continuance.] [Effective as of the 25th day of October,   2005. WITNESS the seal of the Corporation. Peter R. Jones Brian D. Gordon   President & CEO — Peter R. Jones Vice-President & General Counsel —   Brian D. Gordon The foregoing by-law was approved by a written resolution of   the directors dated the 25th day of May, 2005 pursuant to the Business   Corporations Act (Ontario), subject to obtaining shareholder and regulatory   approval for the filing of the articles of continuance under the Canada   Business Corporations Act, with the by-law to be effective upon continuance   of the Corporation pursuant to the federal laws of Canada. ***** The   foregoing by-law was confirmed at an annual and special shareholders’ meeting   held on the 23rd day of June, 2005 at which a quorum of shareholders entitled   to vote was present in person or by proxy pursuant to the Business   Corporations Act (Ontario), subject to regulatory approval for the filing
    




 









	

    	
- 23 - of   articles of continuance, with the by-law to be effective upon the continuance   of the Corporation pursuant to the federal laws of Canada. DATED as of the   25th day of October, 2005. Chairman Secretary
    




 









	

    	
BY-LAW NO. 1A A   By-law amending By-Law No. 1 of HUDBAY MINERALS INC. (the   "Corporation") BE AND IT IS HEREBY ENACTED as an Amendment to Part   8 of By-Law No. 1 of the Corporation that the following be added as Section   8.01A thereto: 8.01A Shareholder Approval. The Corporation shall not, without   the approval of the shareholders of the Corporation by ordinary resolution,   issue its common shares (or any securities that are convertible or   exchangeable into common shares) as full or partial consideration for any   acquisition of property (which may include securities or assets) if the   aggregate number of common shares that would be issued in connection   therewith would exceed 25% of the number of common shares of the Corporation   that are outstanding on the date on which a definitive agreement in respect   of the acquisition is entered into, calculated on a non-diluted basis;   provided that, for greater certainty, this Section 8.01A shall not be   applicable in connection with any issuance of common shares (or securities   that are convertible or exchangeable into common shares) in connection with a   prospectus offering or private placement for cash consideration. This Section   8.01A may not be amended, nor may a new by-law inconsistent with this Section   8.01A become effective, without the approval of such amendment or new by-law   by the shareholders of the Corporation by ordinary resolution. DATED this   19th day of June, 2009. Chief Executive Officer Senior Vice President and   General Counsel The foregoing by-law was approved by the directors of the   Corporation on May 15, 2009, subject to obtaining shareholder approval.   ****** The foregoing by-law amendment was confirmed at an annual and special   shareholders' meeting held on June 19, 2009 at which a quorum of shareholders   entitled to vote was present in person or by proxy pursuant to the Canada   Business Corporations Act.. DATED the 19th day of June, 2009. Chairman Secretary