**Exhibit 1.1**

***BUSINESS CORPORATIONS ACT***

**ARTICLES**

**OF**

**TEKMIRA PHARMACEUTICALS CORPORATION**

(the “Company”) 

Number: BC0736983 

**PART 1**

**INTERPRETATION**

**Definitions**

1.1 In these Articles,unless the context otherwise requires: 

(a) “**board of directors**”, “**directors**” and“**board**” mean the directors or sole director of the Company for the time being; 

(b) “**Act**”means the *Business Corporations Act* (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act; 

(c) “**Interpretation Act**” means the *Interpretation Act* (British Columbia) from time to time in force and allamendments thereto and includes all regulations and amendments thereto made pursuant to that Act; 

(d) “**legal personalrepresentative**” means the personal or other legal representative of the shareholder; 

(e) “**registeredaddress**” of a shareholder means the shareholder’s address as recorded in the central securities register; 

(f)“**seal**” means the seal of the Company, if any; 

(g) “**share**” means a share in the sharestructure of the Company; and 

(h) “**special majority**” means the majority of votes described in §11.2which is required to pass a special resolution. 

**Act and Interpretation Act Definitions Applicable**

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

**Section References**

1.3 The symbol§ followed by a number or some combination of numbers and letters refers to the section, paragraph, subparagraph, clause or subclause of these Articles so designated. 

**PART 2**

**SHARES AND SHARE CERTIFICATES**

**Authorized Share Structure**

2.1 Theauthorized 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. 

**Form of Share Certificate**

2.2 Each share certificate issued by the Company must complywith, and be signed as required by, the Act. 

**Shareholder Entitled to Certificate or Acknowledgment**

2.3 Each shareholder is entitled, without charge, to (a) one share certificate representing the shares of each class or series of shares registeredin 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 toissue more than one share certificate or acknowledgment and delivery of a share certificate or an acknowledgment to one of several joint shareholders or to a duly authorized agent of one of the joint shareholders will be sufficient delivery to all.

**Delivery by Mail**

2.4 Anyshare 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. 

 
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**Replacement of Worn Out or Defaced Certificate or Acknowledgement**

2.5 If a share certificate or a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate is worn out ordefaced, the Company must, on production of the share certificate or acknowledgment, as the case may be, and on such other terms, if any, as are deemed fit: 

(a) cancel the share certificate or acknowledgment; and 

(b) issue a replacementshare certificate or acknowledgment. 

**Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment**

2.6 If a share certificate or a non-transferable written acknowledgment of a shareholder’s right to obtain a share certificate is lost, stolen ordestroyed, the Company must issue a replacement share certificate or acknowledgment, as the case may be, to the person entitled to that share certificate or acknowledgment, if it receives: 

(a) proof satisfactory to it of the loss, theft or destruction; and 

(b) any indemnity the directors consider adequate. 

**Splitting Share Certificates**

2.7 If a shareholder surrenders a share certificate to theCompany 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 certificateso surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request. 

**Certificate Fee**

2.8 There must be paid to the Company, in relation to the issue of anyshare certificate under §2.5, §2.6 or §2.7, the amount, if any, not exceeding the amount prescribed under the Act, determined by the directors. 

**Recognition of Trusts**

2.9 Except as required by law or statute or these Articles, noperson 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 shareor fraction of a share or (except as required by law or statute or these Articles 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.

 
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**PART 3**

**ISSUE OF SHARES**

**Directors Authorized**

3.1 Subject to the Act and the rights, if any, of the holders of issued shares of the Company, the Company may allot, issue, sell or otherwise dispose ofthe 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 consideration (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. 

**Commissions and Discounts**

3.2 TheCompany may at any time pay a reasonable commission or allow a reasonable discount to any person in consideration of that person’s purchase or agreement to purchase shares of the Company from the Company or any other person’s procurementor agreement to procure purchasers for shares of the Company. 

**Brokerage**

3.3 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. 

**Share Purchase Warrants and Rights**

3.4Subject to the 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. 

**PART 4**

**SHARE REGISTERS**

**Central Securities Register**

4.1 As required by and subject to the Act, the Company mustmaintain in British Columbia a central securities register and may appoint an agent to maintain such register. The directors may appoint one or more agents, including the agent appointed to keep the central securities register, as transfer agent forshares or any class or series of shares and the same or another agent as registrar for shares or such class or series of shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agentin its place. 

 
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**PART 5**

**SHARE TRANSFERS**

**Registering Transfers**

5.1 A transfer of a share must not be registered unless the Company or the transfer agent or registrar for the class or series of shares to be transferredhas received: 

(a) except as exempted by the Act, a duly signed proper instrument of transfer in respect of the share;

(b) if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate;

(c) if a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate has been issuedby the Company in respect of the share to be transferred, that acknowledgment; and 

(d) such other evidence, if any, as theCompany or the transfer agent or registrar for the class or series of share to be transferred may require to prove the title of the transferor or the transferor’s right to transfer the share, the due signing of the instrument of transfer andthe right of the transferee to have the transfer registered. 

**Form of Instrument of Transfer**

5.2 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 sharecertificates of that class or series or in some other form that may be approved by the directors. 

**Transferor Remains Shareholder**

5.3 Except to the extent that the Act otherwise provides, the transferor of a share is deemed to remain the holder of it until the name ofthe transferee is entered in a securities register of the Company in respect of the transfer. 

**Signing of Instrument of Transfer**

5.4 If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered in the nameof 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 anyother manner, or, if no number is specified, all the shares represented by the share certificates or set out in the written acknowledgments deposited with the instrument of transfer: 

(a) in the name of the person named as transferee in that instrument of transfer; or 

 
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(b) if no person is named as transferee in that instrument of transfer, in the name of theperson on whose behalf the instrument is deposited for the purpose of having the transfer registered. 

**Enquiry as to Title Not Required**

5.5 Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in theinstrument 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 claimrelated to registering the transfer by the shareholder or by any intermediate owner or holder of the shares transferred, of any interest in such shares, of any share certificate representing such shares or of any written acknowledgment of a right toobtain a share certificate for such shares. 

**Transfer Fee**

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

**PART 6**

**TRANSMISSION OF SHARES**

**Legal Personal Representative Recognized on Death**

6.1 In case of the death of a shareholder, the legal personal representative of the shareholder, or in the case of shares registered in the shareholder’s name and the name of another person in jointtenancy, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder’s interest in the shares. Before recognizing a person as a legal personal representative of a shareholder, thedirectors 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. 

**Rights of Legal Personal Representative**

6.2 The legal personal representative of a shareholder has the same rights, privileges and obligations that attach to the shares held by the shareholder,including the right to transfer the shares in accordance with these Articles, provided the documents required by the Act and the directors have been deposited with the Company. This §6.2 does not apply in the case of the death of a shareholderwith respect to shares registered in the name of the shareholder and the name of another person in joint tenancy. 

 
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**PART 7**

**PURCHASE OF SHARES**

**Company Authorized to Purchase Shares**

7.1 Subject to §7.2, to the special rights and restrictions attached to the shares of any class or series and to the Act, the Company may, ifauthorized by the directors, purchase or otherwise acquire any of its shares at the price and upon the terms determined by the directors. 

**Purchase When Insolvent**

7.2 The Companymust not make a payment or provide any other consideration to purchase or otherwise acquire any of its shares if there are reasonable grounds for believing that: 

(a) the Company is insolvent; or 

(b) making the payment or providing theconsideration would render the Company insolvent. 

**Sale and Voting of Purchased Shares**

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

(a) is not entitled to vote the share at a meeting of its shareholders;

(b) must not pay a dividend in respect of the share; and 

(c) must not make any other distribution in respect of the share. 

**Company Entitled to Purchase or Redeem Share Fractions**

7.4 The Company may, without priornotice to the holders, purchase or redeem for fair value any and all outstanding share fractions of any class or kind of shares in its authorized share structure as may exist at any time and from time to time. Upon the Company delivering thepurchase funds and confirmation of purchase or redemption of the share fractions to the holders’ registered or last known address, or if the Company has a transfer agent then to such agent for the benefit of and forwarding to such holders, theCompany will thereupon amend its central securities register to reflect the purchase or redemption of such share fractions and if the Company has a transfer agent, will direct the transfer agent to amend the central securities register accordingly.Any holder of a share fraction, who upon receipt of the funds and confirmation of purchase or redemption of same, disputes the fair value paid for the fraction, will have the right to apply to the court to request that it set the price and terms ofpayment and make consequential orders and give directions the court considers appropriate, as if the Company were the “acquiring person” as contemplated by Division 6, Compulsory Acquisitions, under the Act

 
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and the holder were an “offeree” subject to the provisions contained in such Division, *mutatis mutandis*. 

**PART 8**

**BORROWING POWERS**

8.1 The Company, if authorized by the directors, may: 

(a) borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate; 

(b) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company orany other person and at such discounts or premiums and on such other terms as the directors consider appropriate; 

(c)guarantee the repayment of money by any other person or the performance of any obligation of any other person; and 

(d)mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company. 

8.2 The powers conferred under this Part 8 will be deemed to include the powers conferred on a company by Division VII of the *Special CorporationsPowers Act* being chapter P–16 of the Revised Statutes of Quebec, 1988, and every statutory provision that may be substituted therefor or for any provision therein. 

**PART 9**

**ALTERATIONS**

**Alteration of Authorized Share Structure**

9.1 Subject to §9.2 and the Act, the Company may by ordinary resolution (or a resolution of the directors in the case of §9.1(c) or §9.1(f)): 

(a) create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued,eliminate that class or series of shares; 

(b) increase, reduce or eliminate the maximum number of shares that the Company isauthorized 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; 

 
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(c) subdivide or consolidate all or any of its unissued, or fully paid issued, shares;

(d) if the Company is authorized to issue shares of a class of shares with par value: 

(i) decrease the par value of those shares; or 

(ii) if none of the shares of that class of shares are allotted or issued, increase the par value of those shares; 

(e) change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value; 

(f) alter the identifying name of any of its shares; or 

(g) otherwise alter its shares or authorized share structure when required or permitted to do so by the Act where it does not specify by a special resolution; 

and, if applicable, alter its Notice of Articles and, if applicable, its Articles accordingly. 

**Special Rights and Restrictions**

9.2 Subject to the Act and in particular those provisionsof the Act relating to the rights of holders of outstanding shares to vote if their rights are prejudiced or interfered with, the Company may by ordinary resolution: 

(a) create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued;or 

(b) vary or delete any special rights or restrictions attached to the shares of any class or series of shares, whether ornot any or all of those shares have been issued, 

and alter its Notice of Articles and Articles accordingly. 

**Change of Name**

9.3 The Company may byresolution 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. 

**Other Alterations**

9.4 If the Act does not specify the type of resolution and theseArticles do not specify another type of resolution, the Company may by ordinary resolution alter these Articles. 

 
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**PART 10**

**MEETINGS OF SHAREHOLDERS**

**Annual General Meetings**

10.1 Unless an annual general meeting is deferred or waived in accordance with the Act, the Company must hold an annual general meeting at least once ineach calendar year and not more than 15 months after its last annual general meeting. 

**Calling of Meetings of Shareholders**

10.2 The directors may, at any time, call a meeting of shareholders. 

**Notice for Meetings of Shareholders**

10.3 The Company must send notice of the date, timeand location of any meeting of shareholders (including, without limitation, any notice specifying the intention to propose a resolution as an exceptional resolution, a special resolution or a special separate resolution, and any notice to considerapproving an amalgamation into a foreign jurisdiction, an arrangement or the adoption of an amalgamation agreement, and any notice of a general meeting, class meeting or series meeting), in the manner provided in these Articles, or in such othermanner, 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 theseArticles otherwise provide, at least 21 days before the meeting. 

**Record Date for Notice**

10.4 The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. Therecord 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 Act, by more than four months. The record date must not precede the date onwhich the meeting is held by fewer than 21 days. If no record date is set, the record date is 5:00 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. 

**Record Date for Voting**

10.5 Thedirectors 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 thecase of a general meeting requisitioned by shareholders under the Act, by more than four months. If no record date is set, the record date is 5:00 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice issent, the beginning of the meeting. 

 
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**Failure to Give Notice and Waiver of Notice**

10.6 The accidental omission to send notice of any meeting of shareholders to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at thatmeeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive that entitlement or may agree to reduce the period of that notice. Attendance of a person at a meeting of shareholders is a waiver of entitlementto notice of the meeting unless that person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. 

**Notice of Special Business at Meetings of Shareholders**

10.7 If a meeting of shareholdersis to consider special business within the meaning of §11.1, the notice of meeting must: 

(a) state the general nature ofthe special business; and 

(b) if the special business includes considering, approving, ratifying, adopting or authorizing anydocument or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders: 

(i) at the Company’s records office, or at such other reasonably accessible location in British Columbia as is specified in thenotice; and 

(ii) during statutory business hours on any one or more specified days before the day set for the holding of themeeting. 

**Place of Meetings**

10.8 In addition to any location in British Columbia, any general meeting may be held in any location outside British Columbia approved by a resolution ofthe directors. 

**PART 11**

**PROCEEDINGS AT MEETINGS OF SHAREHOLDERS**

**Special Business**

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

(a) at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting; and 

(b) at an annual general meeting, all business is special business except for the following: 

 
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(i) business relating to the conduct of or voting at the meeting; 

(ii) consideration of any financial statements of the Company presented to the meeting; 

(iii) consideration of any reports of the directors or auditor; 

(iv) the setting or changing of the number of directors; 

(v) the election orappointment of directors; 

(vi) the appointment of an auditor; 

(vii) the setting of the remuneration of an auditor; 

(viii) business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution; and 

(ix) any other business which, under these Articles or the Act, may be transacted at a meeting of shareholders without prior notice of thebusiness being given to the shareholders. 

**Special Majority**

11.2 The majority of votes required to pass a special resolution at a general meeting of shareholders is two-thirds of the votes cast on the resolution. 

**Quorum**

11.3 Subject to the specialrights and restrictions attached to the shares of any class or series of shares, and to §11.4, the quorum for the transaction of business at a meeting of shareholders is at least two people who are, or who represent by proxy, one or moreshareholders who, in the aggregate, hold at least five percent (5%) of the issued shares entitled to be voted at the meeting. 

**OneShareholder May Constitute Quorum**

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

(a) the quorum is one person who is, or who represents by proxy, that shareholder; and 

(b) that shareholder, present in person or by proxy, may constitute the meeting. 

**Persons Entitled to Attend Meeting**

11.5 In addition to those persons who are entitled tovote at a meeting of shareholders, the only other persons entitled to be present at the meeting are the directors, the president (if 

 
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any), the secretary (if any), the assistant secretary (if any), any lawyer for the Company, the auditor of the Company, any persons invited to be present at the meeting by the directors or by thechair of the meeting and any persons entitled or required under the Act or these Articles to be present at the meeting; but if any of those persons does attend the meeting, that person is not to be counted in the quorum and is not entitled to voteat the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting. 

**Requirement of Quorum**

11.6 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 shareholdersunless 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. 

**Lack of Quorum**

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

(a) in the case of a general meeting requisitioned by shareholders, themeeting is dissolved; and 

(b) in the case of any other meeting of shareholders, the meeting stands adjourned to the same dayin the next week at the same time and place. 

**Lack of Quorum at Succeeding Meeting**

11.8 If, at the meeting to which the meeting referred to in §11.7(b) was adjourned, a quorum is not present within one-half hour from the time setfor the holding of the meeting, the person or persons present and being, or representing by proxy, two or more shareholders entitled to attend and vote at the meeting will be deemed to constitute a quorum. 

**Chair**

11.9 The following individual isentitled to preside as chair at a meeting of shareholders: 

(a) the chair of the board, if any; or 

(b) if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any. 

**Selection of Alternate Chair**

11.10 If,at any meeting of shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president are unwilling to act as chair of the meeting, or if thechair of the board and the 

 
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president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present may choose either one of their number orthe solicitor of the Company to be chair of the meeting. If all of the directors present decline to take the chair or fail to so choose or if no director is present or the solicitor of the Company declines to take the chair, the shareholdersentitled 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. 

**Adjournments**

11.11 The chair of ameeting 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 meetingfrom which the adjournment took place. 

**Notice of Adjourned Meeting**

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

**Decisions by Show of Hands orPoll**

11.13 Subject to the 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 any shareholder entitled to vote who is present in person or by proxy. 

**Declaration of Result**

11.14 The chair of a meeting of shareholders must declare to themeeting 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 bythe necessary majority or is defeated is, unless a poll is directed by the chair or demanded under §11.13, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution. 

**Motion Need Not be Seconded**

11.15 Nomotion 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. 

 
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**Casting Vote**

11.16 In case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a second or casting vote in addition to the vote or votes to which thechair may be entitled as a shareholder. 

**Manner of Taking Poll**

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

(a) the poll must be taken: 

(i) at the meeting, or within seven days after thedate of the meeting, as the chair of the meeting directs; and 

(ii) in the manner, at the time and at the place that the chairof the meeting directs; 

(b) the result of the poll is deemed to be the decision of the meeting at which the poll is demanded;and 

(c) the demand for the poll may be withdrawn by the person who demanded it. 

**Demand for Poll on Adjournment**

11.18 Apoll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting. 

**Chair Must ResolveDispute**

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

**Casting of Votes**

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

**No Demand for Poll on Election of Chair**

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

 
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**Demand for Poll Not to Prevent Continuance of Meeting**

11.22 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 thetransaction of any business other than the question on which a poll has been demanded. 

**Retention of Ballots and Proxies**

11.23 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.

**PART 12**

**VOTES OF SHAREHOLDERS**

**Number of Votes by Shareholder or by Shares**

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

(a) on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matterhas one vote; and 

(b) on a poll, every shareholder entitled to vote on the matter has one vote in respect of each shareentitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy. 

**Votes of Personsin Representative Capacity**

12.2 A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or ona 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 whois entitled to vote at the meeting. 

**Votes by Joint Holders**

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

(a) anyone of the joint shareholders may vote at any meeting of shareholders, personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or 

 
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(b) if more than one of the joint shareholders is present at any meeting of shareholders,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. 

**Legal Personal Representatives as Joint Shareholders**

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

**Representative of a Corporate Shareholder**

12.5 If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:

(a) for that purpose, the instrument appointing a representative must be received: 

(i) at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt ofproxies, 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 any adjourned meeting; or 

(ii) at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting or by a person designated by the chair ofthe meeting or adjourned meeting; and 

(b) if a representative is appointed under this §12.5: 

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

(ii) the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholderpresent 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. 

**Proxy Provisions Do Not Apply to All Companies**

12.6 If and for so long as the Company is a public company, then §12.7 to §12.15 are not mandatory, however the directors of the Company areauthorized to apply all or part of such 

 
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sections or to adopt alternative procedures for proxy form, deposit and revocation procedures to the extent that the directors deem necessary in order to comply with securities laws applicable tothe Company. 

**Appointment of Proxy Holders**

12.7 Every shareholder of the Company entitled to vote at a meeting of shareholders may, by proxy, appoint one or more (but not more than two) proxy holders to attend and act at the meeting in the manner,to the extent and with the powers conferred by the proxy. 

**Alternate Proxy Holders**

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

**Proxy Holder Need Not Be Shareholder**

12.9 A proxy holder need not be a shareholder of the Company. 

**Deposit of Proxy**

12.10 A proxy for a meeting of shareholders must: 

(a) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for thereceipt 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 any adjourned meeting; or 

(b) unless the notice provides otherwise, be received, at the meeting or any adjourned meeting, by the chair of the meeting or adjournedmeeting or by a person designated by the chair of the meeting or adjourned meeting. 

A proxy may be sent to the Company by written instrument,fax or any other method of transmitting legibly recorded messages, including through Internet voting or by email if permitted by the notice calling the meeting or the information circular for the meeting. 

**Validity of Proxy Vote**

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

(a) at the registered office of the Company, at anytime up to and including the last business day before the day set for the holding of the meeting or any adjourned meeting at which the proxy is to be used; or 

 
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(b) at the meeting or any adjourned meeting by the chair of the meeting or adjournedmeeting, before any vote in respect of which the proxy has been given has been taken. 

**Form of Proxy**

12.12 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 thechair 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 anyadjournment of that meeting. 

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

 
 Signed [month, day, year] 
 
 [Signature of shareholder] 
 
 [Name of shareholder—printed]
**Revocation ofProxy**

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

(a) at the registered office of the Company at any time up to and including the last business day before the day set for the holding ofthe meeting or any adjourned meeting at which the proxy is to be used; or 

(b) at the meeting or any adjourned meeting, by thechair of the meeting or adjourned meeting, before any vote in respect of which the proxy has been given has been taken. 

**Revocation ofProxy Must Be Signed**

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

 
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(a) if the shareholder for whom the proxy holder is appointed is an individual, theinstrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy; or 

(b) ifthe 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 §12.5. 

**Production of Evidence of Authority to Vote**

12.15 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 asto the existence of the authority to vote. 

**PART 13**

**DIRECTORS**

**Number ofDirectors**

13.1 The number of directors, excluding additional directors appointed under §14.8, is set at the greater of three and themost recently set of: 

(a) the number of directors set by a resolution of the directors (whether or not previous notice of theresolution was given); and 

(b) the number of directors in office pursuant to §14.4. 

**Change in Number of Directors**

13.2 Ifthe number of directors is set under §13.1(a): 

(a) the shareholders may elect or appoint the directors needed to fill anyvacancies in the board of directors up to that number; or 

(b) if the shareholders do not elect or appoint the directors neededto fill any vacancies in the board of directors up to that number then the directors, subject to §14.8, may appoint directors to fill those vacancies. 

**Directors’ Acts Valid Despite Vacancy**

13.3 An act or proceeding of the directors isnot invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office. 

 
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**Qualifications of Directors**

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

**Remuneration of Directors**

13.5 Thedirectors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. 

**Reimbursement of Expenses of Directors**

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

**Special Remuneration for Directors**

13.7If 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, he or she may be paid remuneration fixed by the directors, or at the option of thedirectors, fixed by ordinary resolution, and such remuneration will be in addition to any other remuneration that he or she may be entitled to receive. 

**Gratuity, Pension or Allowance on Retirement of Director**

13.8 Unless otherwise determinedby 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 andmay make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance. 

**PART 14**

**ELECTION AND REMOVAL OF DIRECTORS**

**Election at Annual General Meeting**

14.1 At every annual general meeting: 

(a) the shareholders entitled to vote at the annual general meeting for the election of directors must elect a board of directorsconsisting of the number of directors for the time being set under these Articles; and 

(b) all the directors cease to holdoffice immediately before the election or appointment of directors under §(a), but are eligible for re-election or re-appointment. 

 
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**Consent to be a Director**

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

(a) that individual consents to be a director in the manner provided for in the Act; or 

(b) that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director. 

**Failure to Elect or Appoint Directors**

14.3 If: 

(a) the Company failsto hold an annual general meeting on or before the date by which the annual general meeting is required to be held under the Act; or 

(b) the shareholders fail, at the annual general meeting to elect or appoint any directors; 

theneach director then in office continues to hold office until the earlier of the time when: 

(c) his or her successor is electedor appointed; and 

(d) he or she otherwise ceases to hold office under the Act or these Articles. 

**Places of Retiring Directors Not Filled**

14.4 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 bythat election, those retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuantto these Articles but their term of office will expire when 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 thenumber of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office. 

**Directors May Fill Casual Vacancies**

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

**Remaining Directors Power to Act**

14.6 The directors may act notwithstanding any vacancy inthe board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that

 
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number or of calling a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Act, for any other purpose. 

**Shareholders May Fill Vacancies**

14.7 Ifthe Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any vacancies on the board of directors. 

**Additional Directors**

14.8Notwithstanding §13.1 and §13.2, between annual general meetings, the directors may appoint one or more additional directors, but the number of additional directors appointed under this §14.8 must not at any time exceed one-third ofthe number of the current directors who were elected or appointed as directors other than under this §14.8. 

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

**Ceasing to be a Director**

14.9 A director ceases to be a director when: 

(a) the term of office of the director expires; 

(b) the director dies; 

(c) the director resigns as a director by notice inwriting provided to the Company; or 

(d) the director is removed from office pursuant to §14.10 or §14.11.

**Removal of Director by Shareholders**

14.10 The Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a directorto fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution,a director to fill that vacancy. 

**Removal of Director by Directors**

14.11 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 adirector of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy. 

 
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**PART 15**

**ALTERNATE DIRECTORS**

**Appointment of Alternate Director**

15.1 Any director (an “appointor”) may by notice in writing received by the Company appoint any person (an “appointee”) who isqualified 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) thedirectors 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.

**Notice of Meetings**

15.2Every 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 herappointor is not present. 

**Alternate for More than One Director Attending Meetings**

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

(a) 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 anappointee who is also a director, once more in that capacity; 

(b) has a separate vote at a meeting of directors for each ofhis or her appointors and, in the case of an appointee who is also a director, an additional vote in that capacity; 

(c) willbe 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 directors, once morein that capacity; and 

(d) has a separate vote at a meeting of a committee of directors for each of his or her appointors whois 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. 

**Consent Resolutions**

15.4 Every alternate director, if authorized by the notice appointinghim or her, may sign in place of his or her appointor any resolutions to be consented to in writing. 

 
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**Alternate Director an Agent**

15.5 Every alternate director is deemed to be the agent of his or her appointor. 

**Revocationor Amendment of Appointment of Alternate Director**

15.6 An appointor may at any time, by notice in writing received by the Company, revokeor amend the terms of the appointment of an alternate director appointed by him or her. 

**Ceasing to be an Alternate Director**

15.7 The appointment of an alternate director ceases when: 

(a) his or her appointor ceases to be a director and is not promptly re-elected or re-appointed; 

(b) the alternate director dies; 

(c) the alternate director resigns as analternate director by notice in writing provided to the Company or a lawyer for the Company; 

(d) the alternate director ceasesto be qualified to act as a director; or 

(e) the term of his appointment expires, or his or her appointor revokes theappointment of the alternate directors. 

**Remuneration and Expenses of Alternate Director**

15.8 The Company may reimburse an alternate director for the reasonable expenses that would be properly reimbursed if he or she were a director, and thealternate 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. 

**PART 16**

**POWERS AND DUTIES OF DIRECTORS**

**Powers of Management**

16.1 The directors must, subject to the 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 Act or by these Articles, required to be exercised by the shareholders of the Company.Notwithstanding the generality of the foregoing, the directors may set the remuneration of the auditor of the Company. 

 
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**Appointment of Attorney of Company**

16.2 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 suchpowers, 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 fillvacancies 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 suchpower 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. 

**PART 17**

**INTERESTS OF DIRECTORS AND OFFICERS**

**Obligation to Account for Profits**

17.1 A director or senior officer who holds adisclosable interest (as that term is used in the 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 asa result of the contract or transaction only if and to the extent provided in the Act. 

**Restrictions on Voting by Reason of Interest**

17.2 A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter isnot 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 suchresolution. 

**Interested Director Counted in Quorum**

17.3 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 contractor 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. 

**Disclosure of Conflict of Interest or Property**

17.4 A director or senior officer who holdsany 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, mustdisclose the nature and extent of the conflict as required by the Act. 

 
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**Director Holding Other Office in the Company**

17.5 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 (asto remuneration or otherwise) that the directors may determine. 

**No Disqualification**

17.6 No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of anyoffice 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 forthat reason. 

**Professional Services by Director or Officer**

17.7 Subject to the 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 thedirector or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer. 

**Director or Officer in Other Corporations**

17.8 A director or officer may be or become adirector, 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 Act, the director or officer is not accountable to the Company for any remuneration orother benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person. 

**PART 18**

**PROCEEDINGS OF DIRECTORS**

**Meetings of Directors**

18.1 Thedirectors 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 thedirectors may from time to time determine. 

**Voting at Meetings**

18.2 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 has a second or casting vote. 

 
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**Chair of Meetings**

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

(a) the chair of the board, if any; 

(b) in the absence of the chair of the board,the president, if any, if the president is a director; or 

(c) any other director chosen by the directors if: 

(i) neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set forholding the meeting; 

(ii) neither the chair of the board nor the president, if a director, is willing to chair the meeting; or

(iii) the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, thatthey will not be present at the meeting. 

**Meetings by Telephone or Other Communications Medium**

18.4 A director may participate in a meeting of the directors or of any committee of the directors: 

(a) in person; 

(b) by telephone; or 

(c) with the consent of all the directors who wish to participate in the meeting by other communications medium; 

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 who participates in a meeting in amanner contemplated by this §18.4 is deemed for all purposes of the Act and these Articles to be present at the meeting and to have agreed to participate in that manner. 

**Calling of Meetings**

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

**Notice of Meetings**

18.6 Other than for meetings held at regular intervals as determined by the directors pursuant to §18.1, 48 hours’ notice of each meeting of thedirectors, specifying the place, day and time of that meeting must be given to each of the directors by any method set out in §24.1 or orally or by telephone. 

 
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**When Notice Not Required**

18.7 It is not necessary to give notice of a meeting of the directors to a director if: 

(a) the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or

(b) the director has waived notice of the meeting. 

**Meeting Valid Despite Failure to Give Notice**

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

**Waiver of Notice of Meetings**

18.9 Anydirector 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. Aftersending 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 all meetings of the directors so held are deemed not to be improperly called orconstituted by reason of notice not having been given to such director. Attendance of a director or alternate director at a meeting of the directors is a waiver of notice of the meeting unless that director or alternate director attends the meetingfor the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. 

**Quorum**

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

**Validity of Acts Where Appointment Defective**

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

**Consent Resolutions in Writing**

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

(a) in all cases, if each of the directors entitled to vote on the resolution consents to it in writing; or 

 
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(b) in the case of a resolution to approve a contract or transaction in respect of which adirector has disclosed that he or she has or may have a disclosable interest, if each of the other directors who have not made such a disclosure consents in writing to the resolution. 

A consent in writing under this Part 18 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 whichtogether 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 §18.12 is effective on the date stated in the consent in writing or on the latest datestated 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 directorsthat satisfies all the requirements of the Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors. 

**PART 19**

**EXECUTIVE AND OTHER COMMITTEES**

**Appointment and Powers of Executive Committee**

19.1 The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and this committee has, during the intervals between meetingsof the board of directors, all of the directors’ powers, except: 

(a) the power to fill vacancies in the board ofdirectors; 

(b) the power to remove a director; 

(c) the power to change the membership of, or fill vacancies in, any committee of the directors; and 

(d) such other powers, if any, as may be set out in the resolution or any subsequent directors’ resolution. 

**Appointment and Powers of Other Committees**

19.2 In addition to any executive committee,the directors may, by resolution: 

(a) appoint one or more committees consisting of the director or directors that theyconsider appropriate; 

(b) delegate to a committee appointed under §(a) any of the directors’ powers, except:

(i) the power to fill vacancies in the board of directors; 

 
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(ii) the power to remove a director; 

(iii) the power to change the membership of, or fill vacancies in, any committee of the directors; and 

(iv) the power to appoint or remove officers appointed by the directors; and 

(c) make any delegation referred to in §(b) subject to the conditions set out in the resolution or any subsequent directors’resolution. 

**Obligations of Committees**

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

(a) conform to any rules that may from time to time be imposed on it by the directors; and 

(b) report every act or thing done in exercise of those powers at such times as the directors may require. 

**Powers of Board**

19.4 The directors may, at any time, with respect to a committee appointedunder §19.1 or §19.2: 

(a) revoke or alter the authority given to the committee, or override a decision made by thecommittee, except as to acts done before such revocation, alteration or overriding; 

(b) terminate the appointment of, orchange the membership of, the committee; and 

(c) fill vacancies in the committee. 

**Committee Meetings**

19.5 Subject to§19.3(a) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under §19.1 or §19.2: 

(a) the committee may meet and adjourn as it thinks proper; 

(b) the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holdingthe meeting, the directors present who are members of the committee may choose one of their number to chair the meeting; 

(c) amajority of the members of the committee constitutes a quorum of the committee; and 

 
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(d) questions arising at any meeting of the committee are determined by a majority of votesof the members present, and in case of an equality of votes, the chair of the meeting does not have a second or casting vote. 

**PART 20**

**OFFICERS**

**DirectorsMay Appoint Officers**

20.1 The directors may, from time to time, appoint such officers, if any, as the directors determine and thedirectors may, at any time, terminate any such appointment. 

**Functions, Duties and Powers of Officers**

20.2 The directors may, for each officer: 

(a) determine the functions and duties of the officer; 

(b) entrust to and conferon the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and 

(c) revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer. 

**Qualifications**

20.3 No person may beappointed as an officer unless that person is qualified in accordance with the Act. One person may hold more than one position as an officer of the Company. An officer will not be a director, except that a person appointed the chair of the board oras a managing director must be a director. 

**Remuneration and Terms of Appointment**

20.4 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 suchoffice or leaves the employment of the Company, a pension or gratuity. 

 
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**PART 21**

**INDEMNIFICATION**

**Definitions**

21.1 In this Part 21: 

(a)“eligible party” means an individual who: 

(i) is or was a director or officer of the Company; 

(ii) is or was a director or officer of another corporation 

(A) at a time when the corporation is or was an affiliate of the Company, or 

(B)at the request of the Company; or 

(iii) at the request of the Company, is or was, or holds or held a position equivalent tothat of, a director or officer of a partnership, trust, joint venture or other unincorporated entity; 

(b) “eligiblepenalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding; 

(c) “eligible proceeding” means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director or former director of the Company or any of theheirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director of the Company: 

(i) is or may be joined as a party; or 

(ii) is or may be liable for or in respectof a judgment, penalty or fine in, or expenses related to, the proceeding; 

and will include any other proceeding or actioncontemplated by the Act; and 

(d) “expenses” has the meaning set out in the Act and includes costs, charges andexpenses, including legal and other fees, but does not include judgments, penalties, fines or amounts paid in settlement of a proceeding. 

**Mandatory Indemnification of Eligible Parties**

21.2 Subject to the Act, the Company must indemnify each eligible party and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, andthe 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 

 
- 33 -

eligible party is deemed to have contracted with the Company on the terms of the indemnity contained in this §21.2. 

**Indemnification of Other Persons**

21.3 Subject to any restrictions in the Act, the Companymay agree to indemnify and may indemnify any person (including an eligible party) against eligible penalties and pay expenses incurred in connection with the performance of services by that person for the Company. 

**Authority to Advance Expenses**

21.4 TheCompany may advance expenses to an eligible party to the extent permitted by and in accordance with the Act. 

**Non-Compliance with Act**

21.5 Subject to the Act, the failure of an eligible party of the Company to comply with the Act or these Articles or, if applicable, anyformer *Companies Act* or former Articles does not, of itself, invalidate any indemnity to which he or she is entitled under this Part 21. 

**Company May Purchase Insurance**

21.6 TheCompany may purchase and maintain insurance for the benefit of any eligible party person (or his or her heirs or legal personal representatives) against any liability incurred by him or her as such director, officer or person who holds or held suchequivalent position. 

**PART 22**

**DIVIDENDS**

**Payment of Dividends Subject to Special Rights**

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

**Declaration of Dividends**

22.2 Subjectto the Act, the directors may from time to time declare and authorize payment of such dividends as they may deem advisable. 

**Record Date**

22.3 The directors must set a date as the record date for the purpose of determining shareholders entitled to receive payment of adividend. The record date must not precede the date on which the dividend is to be paid by more than two months. 

 
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**Manner of Paying Dividend**

22.4 A resolution declaring a dividend may direct payment of the dividend wholly or partly in money or by the distribution of specific assets or of fully paid shares or of bonds, debentures or othersecurities of the Company or any other corporation, or in any one or more of those ways. 

**Settlement of Difficulties**

22.5 If any difficulty arises in regard to a distribution under §22.4, the directors may settle the difficulty as they deem advisable, and, inparticular, may: 

(a) set the value for distribution of specific assets; 

(b) determine that money in substitution for all or any part of the specific assets to which any shareholders are entitled may be paid toany shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and 

(c) vest any suchspecific assets in trustees for the persons entitled to the dividend. 

**When Dividend Payable**

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

**Dividends to be Paid in Accordance with Number of Shares**

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

**Receipt by Joint Shareholders**

22.8 If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus orother money payable in respect of the share. 

**Dividend Bears No Interest**

22.9 No dividend bears interest against the Company. 

**Fractional Dividends**

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

**Payment of Dividends**

22.11 Any dividend or other distribution payable in money in respect of shares may be paid by cheque, made payable to the order of theperson to whom it is sent, and mailed to the 

 
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registered address of the shareholder, or in the case of joint shareholders, to the registered address of the joint shareholder who is first named on the central securities register, or to theperson and to the address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge allliability 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. 

**Capitalization of Retained Earnings or Surplus**

22.12 Notwithstanding anything contained inthese Articles, the directors may from time to time capitalize any retained earnings or 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 dividendrepresenting the retained earnings or surplus so capitalized or any part thereof. 

**PART 23**

**ACCOUNTING RECORDS AND AUDITORS**

**Recording of Financial Affairs**

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

**Inspection of AccountingRecords**

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

**Remuneration of Auditor**

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

**PART 24**

**NOTICES**

**Method of Giving Notice**

24.1 Unless theAct or these Articles provide otherwise, a notice, statement, report or other record required or permitted by the Act or these Articles to be sent by or to a person may be sent by: 

(a) mail addressed to the person at the applicable address for that person as follows: 

 
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(i) for a record mailed to a shareholder, the shareholder’s registered address;

(ii) for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in therecords kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class; 

(iii) in any other case, the mailing address of the intended recipient; 

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

(i) for a record delivered to ashareholder, the shareholder’s registered address; 

(ii) for a record delivered to a director or officer, the prescribedaddress for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class; 

(iii) in any other case, the delivery address of the intended recipient; 

(c) sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of thatclass; 

(d) sending the record by email to the email address provided by the intended recipient for the sending of that recordor records of that class; and 

(e) physical delivery to the intended recipient. 

**Deemed Receipt of Mailing**

24.2 Anotice, statement, report or other record that is: 

(a) mailed to a person by ordinary mail to the applicable address for thatperson referred to in §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; 

(b) faxed to a person to the fax number provided by that person referred to in §24.1 is deemed to be received by the person to whomit was faxed on the day it was faxed; and 

(c) emailed to a person to the e-mail address provided by that person referred to in§24.1 is deemed to be received by the person to whom it was e-mailed on the day that it was emailed. 

 
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**Certificate of Sending**

24.3 A certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that capacity on behalf of the Company stating that a notice, statement, report orother record was sent in accordance with §24.1 is conclusive evidence of that fact. 

**Notice to Joint Shareholders**

24.4 A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing such record to the jointshareholder first named in the central securities register in respect of the share. 

**Notice to Legal Personal Representatives and Trustees**

24.5 A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of thedeath, bankruptcy or incapacity of a shareholder by: 

(a) mailing the record, addressed to them: 

(i) by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee ofthe bankrupt shareholder or by any similar description; and 

(ii) at the address, if any, supplied to the Company for thatpurpose by the persons claiming to be so entitled; or 

(b) if an address referred to in §(a)(ii) has not been supplied tothe Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred. 

**Undelivered Notices**

24.6 If on twoconsecutive occasions, a notice, statement, report or other record is sent to a shareholder pursuant to §24.1 and on each of those occasions any such record is returned because the shareholder cannot be located, the Company will not be requiredto send any further records to the shareholder until the shareholder informs the Company in writing of his or her new address. 

 
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**PART 25**

**SEAL**

**Who May Attest Seal**

25.1 Except as provided in §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: 

(a) any two directors; 

(b) any officer, together with any director; 

(c) if the Company only has onedirector, that director; or 

(d) any one or more directors or officers or persons as may be determined by the directors.

**Sealing Copies**

25.2 For thepurpose 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 §25.1, the impression of the seal may be attested by the signature of anydirector or officer or the signature of any other person as may be determined by the directors. 

**Mechanical Reproduction of Seal**

25.3 The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securitiesof 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 ofany of the signatures of the directors or officers of the Company are, in accordance with the Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print suchdefinitive 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 §25.1 to attest the Company’s seal may in writing authorize suchperson 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 soimpressed are for all purposes deemed to be under and to bear the seal impressed on them. 

 
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**PART 26**

**SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO PREFERRED SHARES**

**Attachment of SpecialRights and Restrictions**

26.1 There are attached to the Preferred Shares as a class the following special rights and restrictions:

(a) the board may at any time and from time to time issue Preferred Shares in one or more series, each series to consist ofsuch number of shares as is determined by the board before the issue of any thereof; 

(b) a holder of a Preferred Share will assuch be entitled to receive notice of, attend, speak and vote at a general meeting of the members of the Company, except as otherwise provided in the special rights and restrictions attached to the share by the board; 

(c) holders of Preferred Shares will be entitled to: 

(i) preference with respect to payment of dividends on such shares over the payment of dividends on the Common Shares and on any other shares ranking junior to the Preferred Shares with respect to thepayment of dividends; and 

(ii) in the event of the liquidation, dissolution or winding-up of the Company, whether voluntary orinvoluntary, or other distribution of the assets of the Company among its members for the purpose of winding up its affairs, preference on a distribution of assets: 

(A) in repayment of capital, over any distribution to holders of Common Shares or to holders of other shares not ranking with respect to such distribution equally with or in priority to the repayment ofcapital on the Preferred Shares; and 

(B) on account of undeclared accumulated dividends, over any distribution to holders ofCommon Shares or any distribution to holders of other shares not ranking with respect to such distribution equally with or in priority to the payment of dividends on the Preferred Shares; 

(d) the Company will not without, but may from time to time with, the approval by a separate class resolution of the holders of thePreferred Shares given in accordance with §26.3: 

(i) increase the authorized number of Preferred Shares; 

(ii) attach special rights and restrictions to, or alter or vary the special rights and restrictions attached to, shares of any otherclass whereby such shares rank equally with or in priority to the Preferred Shares with respect to the declaration 

 
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or payment of dividends or the distribution of the assets of the Company among its members for any reason; 

(iii) create or increase the authorized number of shares of any class ranking equally with or in priority to the Preferred Shares with respect to the declaration or payment of dividends or thedistribution of the assets of the Company among its members for any reason; and 

(iv) alter, vary or abrogate the specialrights or restrictions attaching to the Preferred Shares as a class. 

26.2 The board will, before the first issue of Preferred Shares of anyseries, alter the Memorandum or Articles of the Company or both to fix the number of Preferred Shares in, and to determine the designation of and the special rights and restrictions to be attached to, the Preferred Shares of that series. 

**Separate Class Resolution**

26.3 Approvalby separate class resolution of the holders of Preferred Shares must be by a separate resolution: 

(a) consented to in writingby all holders of Preferred Shares; or 

(b) presented at a meeting of holders of Preferred Shares, calledfor such purpose in accordance with these Articles, at which one or more persons are present representing in person or by proxy at least 33 1/3% of the issued and outstanding Preferred Shares, and passed by the affirmative vote of at least 66 2/3% of the votes cast.”. 

 
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