---

Incorporation Number
    BC0870265


|CONSOLIDATED ARTICLES       
|----------------------------
|OF                          
|PRIMERO MINING CORP.        
|                            
|                            
|PROVINCE OF BRITISH COLUMBIA
|                            
|BUSINESS CORPORATIONS ACT   

(Includes the articles as adopted on incorporation on November
26, 2007, amendments made by resolutions passed at the Annual and Special
Meeting held on June 28, 2010 and effective on deposit of the minutes at the
Companys records office on July 15, 2010, amendments made by resolutions passed
at the Annual and Special Meeting held on May 17, 2011 and effective on deposit
of the minutes at the Companys records office on June 9, 2011 and amendments
made by resolutions passed at the Annual General and Special Meeting held on May
6, 2015 and effective on deposit of the minutes at the Companys records office
on September 17, 2015.)

---

TABLE OF CONTENTS

|                                    | PART 1                                                                       |  
|----------------------------------- | ---------------------------------------------------------------------------- | -
|                                    | INTERPRETATION                                                               |  
|                                    |                                                                              |  
|                                    |                                                                              |  
|Article 1.1                         | Definitions                                                                  | 1
|Article 1.2                         | Business Corporations Actand
      Interpretation ActDefinitions Applicable  | 1
|                                    |                                                                              |  
|PART 2                             
|SHARES AND SHARE
      CERTIFICATES
|                                    |                                                                              |  
|Article 2.1                         | Authorized Share Structure                                                   | 1
|Article 2.2                         | Form of Share Certificate                                                    | 2
|Article 2.3                         | Shareholder Entitled to
      Certificate, Acknowledgment or Written Notice  | 2
|Article 2.4                         | Delivery by Mail                                                             | 2
|Article 2.5                         | Replacement of Worn Out or
      Defaced Certificate or Acknowledgement      | 2
|Article 2.6                         | Replacement of Lost, Stolen or Destroyed
      Certificate or Acknowledgment | 2
|Article 2.7                         | Splitting Share Certificates                                                 | 3
|Article 2.8                         | Certificate Fee                                                              | 3
|Article 2.9                         | Recognition of Trusts                                                        | 3
|                                    |                                                                              |  
|PART 3                             
|ISSUE OF SHARES                    
|                                    |                                                                              |  
|Article 3.1                         | Directors Authorized                                                         | 3
|Article 3.2                         | Commissions and Discounts                                                    | 4
|Article 3.3                         | Brokerage                                                                    | 4
|Article 3.4                         | Conditions of Issue                                                          | 4
|Article 3.5                         | Share Purchase Warrants and Rights                                           | 4
|                                    |                                                                              |  
|PART 4                             
|SHARE
      REGISTERS              
|                                    |                                                                              |  
|Article 4.1                         | Central Securities Register                                                  | 4
|Article 4.2                         | Closing Register                                                             | 5
|                                    |                                                                              |  
|PART 5                             
|SHARE
      TRANSFERS              
|                                    |                                                                              |  
|Article 5.1                         | Registering Transfers                                                        | 5
|Article 5.2                         | Form of Instrument of Transfer                                               | 5
|Article 5.3                         | Transferor Remains Shareholder                                               | 5
|Article 5.4                         | Signing of Instrument of Transfer                                            | 5
|Article 5.5                         | Enquiry as to Title Not
      Required                                       | 6
|Article 5.6                         | Transfer Fee                                                                 | 6
|                                    |                                                                              |  
|PART 6                             
|TRANSMISSION OF
      SHARES       
|                                    |                                                                              |  
|Article 6.1                         | Legal Personal Representative
      Recognized on Death                      | 6
|Article 6.2                         | Rights of Legal Personal Representative                                      | 6

( i )

---

|PART 7                                       
|---------------------------------------------
|PURCHASE OF SHARES                           
|                                             
|Article 7.1                                  
|Article 7.2                                  
|Article 7.3                                  
|                                             
|PART 8                                       
|BORROWING
      POWERS                       
|                                             
|Article 8.1                                  
|                                             
|PART 9                                       
|ALTERATIONS                                  
|                                             
|Article 9.1                                  
|Article 9.2                                  
|Article 9.3                                  
|Article 9.4                                  
|                                             
|PART
      10                                
|MEETINGS OF
      SHAREHOLDERS               
|                                             
|Article 10.1                                 
|Article 10.2                                 
|Article 10.3                                 
|Article 10.4                                 
|Article 10.5                                 
|Article 10.6                                 
|Article 10.7                                 
|Article 10.8                                 
|Article 10.9                                 
|                                             
|PART 11                                      
|PROCEEDINGS AT
      MEETINGS OF SHAREHOLDERS
|                                             
|Article 11.1                                 
|Article 11.2                                 
|Article 11.3                                 
|Article 11.4                                 
|Article 11.5                                 
|Article 11.6                                 
|Article 11.7                                 
|Article 11.8                                 
|Article 11.9                                 
|Article 11.10                                
|Article 11.11                                
|Article 11.12                                
|Article 11.13                                
|Article 11.14                                

( ii )

---

|Article 11.15                           | Motion Need Not be Seconded                                    | 14
|--------------------------------------- | -------------------------------------------------------------- | --
|Article 11.16                           | Casting Vote                                                   | 14
|Article 11.17                           | Manner of Taking Poll                                          | 14
|Article 11.18                           | Demand for Poll on Adjournment                                 | 15
|Article 11.19                           | Chair Must Resolve Dispute                                     | 15
|Article 11.20                           | Casting of Votes                                               | 15
|Article 11.21                           | Demand for Poll                                                | 15
|Article 11.22                           | Demand for Poll Not to Prevent Continuance of
      Meeting    | 15
|Article 11.23                           | Retention of Ballots and
      Proxies                         | 15
|                                        |                                                                |   
|PART
      12                          
|VOTES OF SHAREHOLDERS                  
|                                        |                                                                |   
|Article 12.1                            | Number of Votes by Shareholder or by Shares                    | 15
|Article 12.2                            | Votes of Persons in
      Representative Capacity              | 16
|Article 12.3                            | Votes by Joint Holders                                         | 16
|Article 12.4                            | Legal Personal Representatives
      as Joint Shareholders     | 16
|Article 12.5                            | Representative of a Corporate Shareholder                      | 16
|Article 12.6                            | Proxy Provisions Do Not Apply
      to All Companies           | 17
|Article 12.7                            | Appointment of Proxy Holders                                   | 17
|Article 12.8                            | Alternate Proxy Holders                                        | 17
|Article 12.9                            | When Proxy Holder Need Not Be Shareholder                      | 17
|Article 12.10                           | Deposit of Proxy                                               | 18
|Article 12.11                           | Validity of Proxy Vote                                         | 18
|Article 12.12                           | Form of Proxy                                                  | 18
|Article 12.13                           | Revocation of Proxy                                            | 19
|Article 12.14                           | Revocation of Proxy Must Be
      Signed                       | 19
|Article 12.15                           | Production of Evidence of Authority to Vote                    | 19
|                                        |                                                                |   
|PART 13                                
|DIRECTORS                              
|                                        |                                                                |   
|Article 13.1                            | First Directors; Number of
      Directors                     | 20
|Article 13.2                            | Change in Number of Directors                                  | 20
|Article 13.3                            | Directors Acts Valid Despite
      Vacancy                    | 20
|Article 13.4                            | Qualifications of Directors                                    | 21
|Article 13.5                            | Remuneration of Directors                                      | 21
|Article 13.6                            | Reimbursement of Expenses of Directors                         | 21
|Article 13.7                            | Special Remuneration for
      Directors                       | 21
|Article 13.8                            | Gratuity, Pension or Allowance on Retirement of
      Director | 21
|                                        |                                                                |   
|PART 14                                
|ELECTION AND
      REMOVAL OF DIRECTORS
|                                        |                                                                |   
|Article 14.1                            | Election at Annual General
      Meeting                       | 21
|Article 14.2                            | Consent to be a Director                                       | 22
|Article 14.3                            | Failure to Elect or Appoint
      Directors                    | 22
|Article 14.4                            | Places of Retiring Directors Not Filled                        | 22
|Article 14.5                            | Directors May Fill Casual
      Vacancies                      | 23

( iii )

---

|Article 14.6                              | Remaining Directors Power to
      Act                        | 23
|----------------------------------------- | ------------------------------------------------------------- | --
|Article 14.7                              | Shareholders May Fill Vacancies                               | 23
|Article 14.8                              | Additional Directors                                          | 23
|Article 14.9                              | Ceasing to be a Director                                      | 23
|Article 14.10                             | Removal of Director by
      Shareholders                     | 24
|Article 14.11                             | Removal of Director by Directors                              | 24
|                                          |                                                               |   
|PART 15                                  
|ALTERNATE
      DIRECTORS                
|                                          |                                                               |   
|Article 15.1                              | Appointment of Alternate
      Director                       | 24
|Article 15.2                              | Notice of Meetings                                            | 24
|Article 15.3                              | Alternate for More Than One
      Director Attending Meetings | 24
|Article 15.4                              | Consent Resolutions                                           | 25
|Article 15.5                              | Alternate Director Not an Agent                               | 25
|Article 15.6                              | Revocation of Appointment of Alternate Director               | 25
|Article 15.7                              | Ceasing to be an Alternate
      Director                     | 25
|Article 15.8                              | Remuneration and Expenses of Alternate Director               | 25
|                                          |                                                               |   
|PART 16                                  
|POWERS AND
      DUTIES OF DIRECTORS     
|                                          |                                                               |   
|Article 16.1                              | Powers of Management                                          | 26
|Article 16.2                              | Appointment of Attorney of Company                            | 26
|                                          |                                                               |   
|PART 17                                  
|DISCLOSURE OF
      INTEREST OF DIRECTORS
|                                          |                                                               |   
|Article 17.1                              | Obligation to Account for
      Profits                       | 26
|Article 17.2                              | Restrictions on Voting by Reason of Interest                  | 26
|Article 17.3                              | Interested Director Counted in
      Quorum                   | 27
|Article 17.4                              | Disclosure of Conflict of Interest or Property                | 27
|Article 17.5                              | Director Holding Other Office
      in the Company            | 27
|Article 17.6                              | No Disqualification                                           | 27
|Article 17.7                              | Professional Services by
      Director or Officer            | 27
|Article 17.8                              | Director or Officer in Other Corporations                     | 27
|                                          |                                                               |   
|PART 18                                  
|PROCEEDINGS OF
      DIRECTORS           
|                                          |                                                               |   
|Article 18.1                              | Meetings of Directors                                         | 28
|Article 18.2                              | Voting at Meetings                                            | 28
|Article 18.3                              | Chair of Meetings                                             | 28
|Article 18.4                              | Meetings by Telephone or Other Communications
      Medium    | 28
|Article 18.5                              | Calling of Meetings                                           | 29
|Article 18.6                              | Notice of Meetings                                            | 29
|Article 18.7                              | When Notice Not Required                                      | 29
|Article 18.8                              | Meeting Valid Despite Failure to Give Notice                  | 29
|Article 18.9                              | Waiver of Notice of Meetings                                  | 29

( iv )

---

|Article 18.10                        | Quorum                                                            | 29
|------------------------------------ | ----------------------------------------------------------------- | --
|Article 18.11                        | Validity of Acts Where Appointment Defective                      | 30
|Article 18.12                        | Consent Resolutions in Writing                                    | 30
|                                     |                                                                   |   
|PART
      19                       
|EXECUTIVE AND OTHER
      COMMITTEES
|                                     |                                                                   |   
|Article 19.1                         | Appointment and Powers of Executive Committee                     | 30
|Article 19.2                         | Appointment and Powers of Other
      Committees                  | 31
|Article 19.3                         | Obligations of Committees                                         | 31
|Article 19.4                         | Powers of Board                                                   | 31
|Article 19.5                         | Committee Meetings                                                | 32
|                                     |                                                                   |   
|PART 20                             
|OFFICERS                            
|                                     |                                                                   |   
|Article 20.1                         | Directors May Appoint Officers                                    | 32
|Article 20.2                         | Functions, Duties and Powers of Officers                          | 32
|Article 20.3                         | Qualifications                                                    | 32
|Article 20.4                         | Remuneration and Terms of Appointment                             | 33
|                                     |                                                                   |   
|PART 21                             
|INDEMNIFICATION                     
|                                     |                                                                   |   
|Article 21.1                         | Definitions                                                       | 33
|Article 21.2                         | Mandatory Indemnification of Directors and
      Former Directors | 33
|Article 21.3                         | Indemnification of Other
      Persons                            | 34
|Article 21.4                         | Non-Compliance with Business Corporations
      Act               | 34
|Article 21.5                         | Company May Purchase Insurance                                    | 34
|                                     |                                                                   |   
|PART
      22                       
|DIVIDENDS                           
|                                     |                                                                   |   
|Article 22.1                         | Payment of Dividends Subject to Special Rights                    | 34
|Article 22.2                         | Declaration of Dividends                                          | 34
|Article 22.3                         | No Notice Required                                                | 35
|Article 22.4                         | Record Date                                                       | 35
|Article 22.5                         | Manner of Paying Dividend                                         | 35
|Article 22.6                         | Settlement of Difficulties                                        | 35
|Article 22.7                         | When Dividend Payable                                             | 35
|Article 22.8                         | Dividends to be Paid in
      Accordance with Number of Shares    | 35
|Article 22.9                         | Receipt by Joint Shareholders                                     | 35
|Article 22.10                        | Dividend Bears No Interest                                        | 36
|Article 22.11                        | Fractional Dividends                                              | 36
|Article 22.12                        | Payment of Dividends                                              | 36
|Article 22.13                        | Capitalization of Surplus                                         | 36

( v )

---

|PART
      23                                                       
|--------------------------------------------------------------------
|DOCUMENTS, RECORDS AND
      REPORTS                                
|                                                                    
|Article 23.1                                                        
|Article 23.2                                                        
|                                                                    
|PART
      24                                                       
|NOTICES                                                             
|                                                                    
|Article 24.1                                                        
|Article 24.2                                                        
|Article 24.3                                                        
|Article 24.4                                                        
|Article 24.5                                                        
|                                                                    
|PART 25                                                             
|SEAL                                                                
|                                                                    
|Article 25.1                                                        
|Article 25.2                                                        
|Article 25.3                                                        
|                                                                    
|PART
      26                                                       
|PROHIBITIONS                                                        
|                                                                    
|Article 26.1                                                        
|Article 26.2                                                        
|Article 26.3                                                        
|                                                                    
|PART 27                                                             
|SPECIAL RIGHTS AND
      RESTRICTIONS ATTACHING TO THE COMMON SHARES
|AND THE PREFERRED
      SHARES                                      
|                                                                    
|Article 27.1                                                        
|Article 27.2                                                        
|Article 27.3                                                        
|Article 27.4                                                        
|Article 27.5                                                        

( vi )

---

Incorporation Number
    BC0870265


|PRIMERO MINING CORP. 
|---------------------
|(theCompany)       
|                     
|CONSOLIDATED ARTICLES
|                     
|PART 1               
|INTERPRETATION       

|Article 1.1 | Definitions
|----------- | -----------

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) | Business Corporations Act means the
      Business CorporationsAct (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) | legal personal representative means the personal
      or other legal representative of the shareholder;                                                                                                                              
| |     |                                                                                                                                                                                                                                         
| | (d) | registered address of a shareholder means the
      shareholders address as recorded in the central securities
    register;                                                                                                         
| |     |                                                                                                                                                                                                                                         
| | (e) | seal means the seal of the Company, if
    any.                                                                                                                                                                                       

|Article 1.2 | Business Corporations ActandInterpretation ActDefinitions Applicable
|----------- | --------------------------------------------------------------------

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

PART 2SHARES AND SHARE CERTIFICATES

|Article 2.1 | Authorized Share Structure
|----------- | --------------------------

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

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- 2 -

|Article 2.2 | Form of Share Certificate
|----------- | -------------------------

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

|Article 2.3 | Shareholder Entitled to Certificate,
      Acknowledgment or Written Notice
|----------- | ---------------------------------------------------------------------------

Unless the shares of which the shareholder is the registered
owner are shares which have been deemed by the Board to be a class of
uncertificated shares, each shareholder is entitled on request, without charge,
to (a) one share certificate representing the shares of each class or series of
shares registered in the shareholders name or (b) a non-transferable written
acknowledgment of the shareholders right to obtain such a share certificate,
provided that in respect of a share held jointly by several persons, the Company
is not bound to issue more than one share certificate or acknowledgment and
delivery of a share certificate or acknowledgment for a share to one of several
joint shareholders or to one of the shareholders duly authorized agents will be
sufficient delivery to all. If a shareholder is the registered owner of
uncertificated shares, the Company must, upon request by the shareholder, send
without charge to the shareholder a written notice containing the information
required by the Business Corporations Act within a reasonable time after
the issue or transfer of such share.

|Article 2.4 | Delivery by Mail
|----------- | ----------------

Any share certificate or non-transferable written
acknowledgment of a shareholders right to obtain a share certificate, or
written notice of the issue or transfer of an uncertificated share 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, acknowledgement or
written notice is lost in the mail or stolen.

|Article 2.5 | Replacement of Worn Out or Defaced
      Certificate or Acknowledgement
|----------- | -----------------------------------------------------------------------

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

| | (a) | order the share certificate or acknowledgment, as the
      case may be, to be cancelled; and
| | --- | ---------------------------------------------------------------------------------------------
| |     |                                                                                              
| | (b) | issue a replacement share certificate or acknowledgment,
      as the case may be.           

Article 2.6
    Replacement of Lost,
      Stolen or Destroyed Certificate or
      Acknowledgment


If a share certificate or a non-transferable written acknowledgment of a
  shareholders right to obtain a share certificate is lost, stolen or destroyed,
  a replacement share certificate or acknowledgment, as the case may be, must be
issued to the person entitled to that share certificate or acknowledgment, as the case may be, if the
requirements of the Business Corporations Act are satisfied and the
directors receive:

---

- 3 -

| | (a) | proof satisfactory to them that the share certificate or
      acknowledgement is lost, stolen or destroyed; and
| | --- | ----------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                 
| | (b) | any indemnity the directors consider
  adequate.                                                                

|Article 2.7 | Splitting Share Certificates
|----------- | ----------------------------

If a shareholder surrenders a share certificate to the Company
with a written request that the Company issue in the shareholders name two or
more share certificates, each representing a specified number of shares and in
the aggregate representing the same number of shares as the share certificate so
surrendered, the Company must cancel the surrendered share certificate and issue
replacement share certificates in accordance with that request.

|Article 2.8 | Certificate Fee
|----------- | ---------------

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

|Article 2.9 | Recognition of Trusts
|----------- | ---------------------

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

PART 3 ISSUE OF SHARES

|Article 3.1 | Directors Authorized
|----------- | --------------------

Subject to the Business Corporations Act and the rights
of the holders of issued shares of the Company, the Company may issue, allot,
sell or otherwise dispose of the unissued shares, and issued shares held by the
Company, at the times, to the persons, including directors, in the manner, on
the terms and conditions and for the issue prices (including any premium at
which shares with par value may be issued) that the directors may determine The
issue price for a share with par value must be equal to or greater than the par
value of the share.

---

- 4 -

|Article 3.2 | Commissions and Discounts
|----------- | -------------------------

The Company may at any time pay a reasonable commission or
allow a reasonable discount to any person in consideration of that person
purchasing or agreeing to purchase shares of the Company from the Company or any
other person or procuring or agreeing to procure purchasers for shares of the
Company.

|Article 3.3 | Brokerage
|----------- | ---------

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

|Article 3.4 | Conditions of Issue
|----------- | -------------------

Except as provided for by the Business Corporations Act,
no share may be issued until it is fully paid. A share is fully paid when:

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

| | (i)   | past services performed for the Company;
| | ----- | ----------------------------------------
| |       |                                         
| | (ii)  | property;                               
| |       |                                         
| | (iii) | money; and                              

| | (b) | the value of the consideration received by the Company
equals or exceeds the issue price set for the share under Article 3.1.
| | --- | -----------------------------------------------------------------------------------------------------------------------------

|Article 3.5 | Share Purchase Warrants and Rights
|----------- | ----------------------------------

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

PART 4 SHARE REGISTERS

|Article 4.1 | Central Securities Register
|----------- | ---------------------------

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

---

- 5 -

|Article 4.2 | Closing Register
|----------- | ----------------

The Company must not at any time close
its central securities register.

PART 5 SHARE TRANSFERS

|Article 5.1 | Registering Transfers
|----------- | ---------------------

A transfer of a share of the Company
must not be registered unless:

| | (a) | except as exempted by the Business Corporations
      Act, a duly signed instrument of transfer in respect of the share
      (which may be a separate document or endorsed on the share certificate for
      the shares transferred) made by the shareholder or other appropriate
      person or by an agent who has actual authority to act on behalf of that
      person; has been received by the Company;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (b) | if a share certificate has been issued by the Company in
      respect of the share to be transferred, that share certificate has been
      surrendered to the Company; and                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (c) | if a non-transferable written acknowledgment of the
      shareholders right to obtain a share certificate has been issued by the
      Company in respect of the share to be transferred, that acknowledgment has
      been surrendered to the Company.                                                                                                                                                       

|Article 5.2 | Form of Instrument of Transfer
|----------- | ------------------------------

The instrument of transfer in respect of any share of the
Company must be either in the form, if any, on the back of the Companys share
certificates or in some other form that may be approved by the directors from
time to time or by the transfer agent or registrar for those shares.

|Article 5.3 | Transferor Remains Shareholder
|----------- | ------------------------------

Except to the extent that the Business Corporations Act
otherwise provides, the transferor of shares is deemed to remain the holder of
the shares until the name of the transferee is entered in a securities register
of the Company in respect of the transfer.

|Article 5.4 | Signing of Instrument of Transfer
|----------- | ---------------------------------

If a shareholder, or his or her duly authorized attorney, signs
an instrument of transfer in respect of shares registered in the name of the
shareholder, the signed instrument of transfer constitutes a complete and
sufficient authority to the Company and its directors, officers and agents to
register the number of shares specified in the instrument of transfer or
specified in any other manner, or, if no number is specified, all the shares
represented by the share certificates or set out in the written acknowledgments
deposited with the instrument of transfer, or if the shares are uncertificated
shares, then all of the shares registered in the name of the shareholder on the
central securities register:

---

- 6 -

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

|Article 5.5 | Enquiry as to Title Not Required
|----------- | --------------------------------

Neither the Company nor any director, officer or agent of the
Company is bound to inquire into the title of the person named in the instrument
of transfer as transferee or, if no person is named as transferee in the
instrument of transfer, of the person on whose behalf the instrument is
deposited for the purpose of having the transfer registered or is liable for any
claim related to registering the transfer by the shareholder or by any
intermediate owner or holder of the shares, of any interest in the shares, of
any share certificate representing such shares or of any written acknowledgment
of a right to obtain a share certificate for such shares.

|Article 5.6 | Transfer Fee
|----------- | ------------

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

PART 6 TRANSMISSION OF SHARES

|Article 6.1 | Legal Personal Representative Recognized on
      Death
|----------- | -------------------------------------------------------

In case of the death of a shareholder, the legal personal
representative, or if the shareholder was a joint holder, the surviving joint
holder, will be the only person recognized by the Company as having any title to
the shareholders interest in the shares. Before recognizing a person as a legal
personal representative, the directors may require 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.

|Article 6.2 | Rights of Legal Personal Representative
|----------- | ---------------------------------------

The legal personal representative 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 Business Corporations Act and the
directors have been deposited with the Company.

---

- 7 -

PART 7 PURCHASE OF SHARES

|Article 7.1 | Company Authorized to Purchase Shares
|----------- | -------------------------------------

Subject to Article 7.2, the special rights and restrictions
attached to the shares of any class or series and the Business Corporations
Act, the Company may, if authorized by the directors, purchase or otherwise
acquire any of its shares at the price and upon the terms specified in such
resolution.

|Article 7.2 | Purchase When Insolvent
|----------- | -----------------------

The Company must 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 the consideration would
      render the Company insolvent.

|Article 7.3 | Sale and Voting of Purchased Shares
|----------- | -----------------------------------

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.      

PART 8 BORROWING POWERS

|Article 8.1 | Borrowing Powers
|----------- | ----------------

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 debt obligations either
      outright or as security for any liability or obligation of the Company or
      any other person and at such discounts or premiums and on such other terms
      as they consider appropriate;
| |     |                                                                                                                                                                                                                                                         
| | (c) | guarantee the repayment of money by any other person or
      the performance of any obligation of any other person;
  and                                                                                                                              

---

- 8 -

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

PART 9 ALTERATIONS

|Article 9.1 | Alteration of Authorized Share Structure
|----------- | ----------------------------------------

| | (a) | Subject to Article 9.2 and the Business Corporations
      Act, the Company may by ordinary
resolution:
| | --- | -------------------------------------------------------------------------------------------------------

| | (i)  | subdivide or consolidate all or any of its unissued, or
      fully paid issued, shares;
| | ---- | ----------------------------------------------------------------------------------------
| |      |                                                                                         
| | (ii) | if the Company is authorized to issue shares of a class
      of shares with par value: 

| | (A) | decrease the par value of those shares; or                                                                           
| | --- | ---------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                      
| | (B) | if none of the shares of that class of shares are
      allotted or issued, increase the par value of those
  shares;

| | (iii) | 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;
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                     
| | (iv)  | alter the identifying name of any of its shares;
  or                                                                                                                                               
| |       |                                                                                                                                                                                                     
| | (v)   | otherwise alter its shares or authorized share structure
      when required or permitted to do so by the Business Corporations
      Act.                                                          

| | (b) | Subject to Article 9.2 and the Business Corporations
      Act, the Company may by directors
resolution:
| | --- | --------------------------------------------------------------------------------------------------------

| | (i)  | 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;                                                                                                                                    
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                          
| | (ii) | increase, reduce or eliminate the maximum number of
      shares that the Company is authorized to issue out of any class or series
      of shares or establish a maximum number of shares that the Company is
      authorized to issue out of any class or series of shares for which no
      maximum is established;

---

- 9 -

|Article 9.2 | Special Rights and Restrictions
|----------- | -------------------------------

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

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

|Article 9.3 | Change of Name
|----------- | --------------

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

|Article 9.4 | Other Alterations
|----------- | -----------------

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

PART 10MEETINGS OF SHAREHOLDERS

|Article 10.1 | Annual General Meetings
|------------ | -----------------------

Unless an annual general meeting is deferred or waived in
accordance with the Business Corporations Act, the Company must hold its
first annual general meeting within 18 months after the date on which it was
incorporated or otherwise recognized, and after that must hold an annual general
meeting at least once in each calendar year and not more than 15 months after
the last annual reference date at such time and place as may be determined by
the directors.

|Article 10.2 | Resolution Instead of Annual General
      Meeting
|------------ | --------------------------------------------------

If all the shareholders who are entitled to vote at an annual
general meeting consent by a unanimous resolution under the Business
Corporations Act to all of the business that is required to be transacted at
that annual general meeting, the annual general meeting is deemed to have been
held on the date of the unanimous resolution. The shareholders must, in any
unanimous resolution passed under thisArticle 10.2,
select as the Companys annual reference date a date that would be appropriate
for the holding of the applicable annual general meeting.

---

- 10 -

|Article 10.3 | Calling of Meetings of Shareholders
|------------ | -----------------------------------

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

|Article 10.4 | Notice for Meetings of Shareholders
|------------ | -----------------------------------

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

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

|Article 10.5 | Record Date for Notice
|------------ | ----------------------

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

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

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

|Article 10.6 | Record Date for Voting
|------------ | ----------------------

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

|Article 10.7 | Failure to Give Notice and Waiver of
      Notice
|------------ | -------------------------------------------------

The accidental omission to send notice of any meeting to, or
the non-receipt of any notice by, any of the persons entitled to notice does not
invalidate any proceedings at that meeting. Any person entitled to notice of a
meeting of shareholders may, in writing or otherwise, waive or reduce the period
of notice of such meeting.

---

- 11 -

|Article 10.8 | Notice of Special Business at Meetings of
      Shareholders
|------------ | ------------------------------------------------------------

If a meeting of shareholders is to consider special business
within the meaning of Article 11.1, the notice of meeting must:

| | (a) | state the general nature of the special business;
    and                                                                                                                                                                                                                                                                
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                          
| | (b) | if the special business includes considering, approving,
      ratifying, adopting or authorizing any document or the signing of or
      giving of effect to any document, have attached to it a copy of the
      document or state that a copy of the document 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 the
      notice; and
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                    
| | (ii) | during statutory business hours on any one or more
      specified days before the day set for the holding of the
  meeting.                       

|Article 10.9 | Place of Meetings
|------------ | -----------------

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

PART 11PROCEEDINGS AT MEETINGS OF
SHAREHOLDERS

|Article 11.1 | Special Business
|------------ | ----------------

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

| | (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 or appointment of
  directors;                                             

---

- 12 -

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

|Article 11.2 | Special Majority
|------------ | ----------------

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

|Article 11.3 | Quorum
|------------ | ------

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

|Article 11.4 | One Shareholder May Constitute Quorum
|------------ | -------------------------------------

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.      

|Article 11.5 | Other Persons May Attend
|------------ | ------------------------

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

|Article 11.6 | Requirement of Quorum
|------------ | ---------------------

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

---

- 13 -

|Article 11.7 | Lack of Quorum
|------------ | --------------

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

| | (a) | in the case of a general meeting requisitioned by
      shareholders, the meeting is dissolved, and                                                    
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                        
| | (b) | in the case of any other meeting of shareholders, the
      meeting stands adjourned to the same day in the next week at the same time
      and place.

|Article 11.8 | Lack of Quorum at Succeeding Meeting
|------------ | ------------------------------------

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

|Article 11.9 | Chair
|------------ | -----

The following individual is entitled 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.

|Article 11.10 | Selection of Alternate Chair
|------------- | ----------------------------

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 the chair of the board and the president have
advised the secretary, if any, or any director present at the meeting, that they
will not be present at the meeting, the directors present must choose one of
their number to be chair of the meeting or if all of the directors present
decline to take the chair or fail to so choose or if no director is present, the
shareholders entitled to vote at the meeting who are present in person or by
proxy may choose any person present at the meeting to chair the meeting.

|Article 1.1.11 | Adjournments
|-------------- | ------------

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

---

- 14 -

|Article 11.12 | Notice of Adjourned Meeting
|------------- | ---------------------------

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

|Article 11.13 | Decisions by Show of Hands or Poll
|------------- | ----------------------------------

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

|Article 11.14 | Declaration of Result
|------------- | ---------------------

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

|Article 11.15 | Motion Need Not be Seconded
|------------- | ---------------------------

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

|Article 11.16 | Casting Vote
|------------- | ------------

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

|Article 11.17 | Manner of Taking Poll
|------------- | ---------------------

Subject to Article 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 the date of
      the meeting, as the chair of the meeting directs; and
| | ---- | ------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                   
| | (ii) | in the manner, at the time and at the place that the
      chair of 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
| | --- | -----------------------------------------------------------------------------------------------------------

---

- 15 -

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

|Article 11.18 | Demand for Poll on Adjournment
|------------- | ------------------------------

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

|Article 11.19 | Chair Must Resolve Dispute
|------------- | --------------------------

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

|Article 11.20 | Casting of Votes
|------------- | ----------------

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

|Article 11.21 | Demand for Poll
|------------- | ---------------

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

|Article 11.22 | Demand for Poll Not to Prevent Continuance
      of Meeting
|------------- | -----------------------------------------------------------

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

|Article 11.23 | Retention of Ballots and Proxies
|------------- | --------------------------------

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

PART 12VOTES OF SHAREHOLDERS

|Article 12.1 | Number of Votes by Shareholder or by
      Shares
|------------ | -------------------------------------------------

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

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

---

- 16 -

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

|Article 12.2 | Votes of Persons in Representative
      Capacity
|------------ | -------------------------------------------------

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

|Article 12.3 | Votes by Joint Holders
|------------ | ----------------------

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

| | (a) | any one of the joint shareholders may vote at any
      meeting, either personally or by proxy, in respect of the share as if that
      joint shareholder were solely entitled to it; or                                                                                                                                              
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                        
| | (b) | if more than one of the joint shareholders is present at
      any meeting, personally or by proxy, and more than one of them votes in
      respect of that share, then only the vote of the joint shareholder present
      whose name stands first on the central securities register in respect of
      the share will be counted.

|Article 12.4 | Legal Personal Representatives as Joint
      Shareholders
|------------ | ----------------------------------------------------------

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

|Article 12.5 | Representative of a Corporate
      Shareholder
|------------ | -----------------------------------------------

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

| | (a) | for that purpose, the instrument appointing a
      representative must:
| | --- | ------------------------------------------------------------------------

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

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

---

- 17 -

| | (i)  | the representative is entitled to exercise in respect of
      and at that meeting the same rights on behalf of the corporation that the
      representative represents as that corporation could exercise if it were a
      shareholder who is an individual, including, without limitation, the right
      to appoint a proxy holder; and
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                               
| | (ii) | the representative, if present at the meeting, is to be
      counted for the purpose of forming a quorum and is deemed to be a
      shareholder present in person at the meeting.                                                                                                                                                           

Evidence of the appointment of any such representative may be
sent to the Company by written instrument, fax or any other method of
transmitting legibly recorded messages.

|Article 12.6 | Proxy Provisions Do Not Apply to All
      Companies
|------------ | ----------------------------------------------------

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

|Article 12.7 | Appointment of Proxy Holders
|------------ | ----------------------------

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

|Article 12.8 | Alternate Proxy Holders
|------------ | -----------------------

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

|Article 12.9 | When Proxy Holder Need Not Be
      Shareholder
|------------ | -----------------------------------------------

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

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

---

- 18 -

| | (b) | the Company has at the time of the meeting for which the
      proxy holder is to be appointed only one shareholder entitled to vote at
      the meeting; or                                                                                                                                                                                                       
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                     
| | (c) | the shareholders present in person or by proxy at and
      entitled to vote at the meeting for which the proxy holder is to be
      appointed, by a resolution on which the proxy holder is not entitled to
      vote but in respect of which the proxy holder is to be counted in the
      quorum, permit the proxy holder to attend and vote at the
  meeting.

|Article 12.10 | Deposit of Proxy
|------------- | ----------------

A proxy for a meeting of shareholders must:

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

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

|Article 12.11 | Validity of Proxy Vote
|------------- | ----------------------

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

| | (a) | at the registered office of the Company, at any time up
      to and including the last business day before the day set for the holding
      of the meeting at which the proxy is to be used; or
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                  
| | (b) | by the chair of the meeting, before the vote is
    taken.                                                                                                                                       

|Article 12.12 | Form of Proxy
|------------- | -------------

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

[name of company] (the Company)

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

---

- 19 -

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

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

|Article 12.13 | Revocation of Proxy
|------------- | -------------------

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

| | (a) | received at the registered office of the Company at any
      time up to and including the last business day before the day set for the
      holding of the meeting at which the proxy is to be used; or
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                          
| | (b) | provided, at the meeting, to the chair of the
    meeting.                                                                                                                                               

|Article 12.14 | Revocation of Proxy Must Be Signed
|------------- | ----------------------------------

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

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

|Article 12.15 | Production of Evidence of Authority to
      Vote
|------------- | -------------------------------------------------

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

---

- 20 -

PART 13DIRECTORS

|Article 13.1 | First Directors; Number of Directors
|------------ | ------------------------------------

The first directors are the persons designated as directors of
the Company in the Notice of Articles that applies to the Company when it is
recognized under the Business Corporations Act. The number of directors,
excluding additional directors appointed under Article 14.8, is set at:

| | (a) | subject to paragraphs (b) and (c), the number of
      directors that is equal to the number of the Companys first
    directors;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                   
| | (b) | if the Company is a public company, the greater of three
      and the most recently set of:                                      

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

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

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

|Article 13.2 | Change in Number of Directors
|------------ | -----------------------------

If the number of directors is set under Article 13.1(b)(i) or
Article 13.1(c)(i):

| | (a) | the shareholders may elect or appoint the directors
      needed to fill any vacancies in the board of directors up to that
      number;                                                                                                                                                                                 
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                           
| | (b) | if the shareholders do not elect or appoint the directors
      needed to fill any vacancies in the board of directors up to that number
      contemporaneously with the setting of that number, then the directors may
      appoint, or the shareholders may elect or appoint, directors to fill those
      vacancies.

|Article 13.3 | DirectorsActs Valid Despite
      Vacancy
|------------ | ------------------------------------------

An act or proceeding of the directors is not invalid merely
because fewer than the number of directors set or otherwise required under these
Articles is in office.

---

- 21 -

|Article 13.4 | Qualifications of Directors
|------------ | ---------------------------

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

|Article 13.5 | Remuneration of Directors
|------------ | -------------------------

The directors are entitled to the remuneration for acting as
directors, if any, as the directors may from time to time determine. If the
directors so decide, the remuneration of the directors, if any, will be
determined by the shareholders. That remuneration may be in addition to any
salary or other remuneration paid to any officer or employee of the Company as
such, who is also a director.

|Article 13.6 | Reimbursement of Expenses of Directors
|------------ | --------------------------------------

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

|Article 13.7 | Special Remuneration for Directors
|------------ | ----------------------------------

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

|Article 13.8 | Gratuity, Pension or Allowance on Retirement
      of Director
|------------ | --------------------------------------------------------------

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

PART 14ELECTION AND REMOVAL OF DIRECTORS

|Article 14.1 | Election at Annual General Meeting
|------------ | ----------------------------------

At every annual general meeting and in every unanimous
resolution contemplated by Article 10.2:

| | (a) | the shareholders entitled to vote at the annual general
      meeting for the election of directors must elect, or in the unanimous
      resolution appoint, a board of directors consisting of the number of
      directors for the time being set under these Articles;
  and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 22 -

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

|Article 14.2 | Consent to be a Director
|------------ | ------------------------

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 Business Corporations Act;                                                                    
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                             
| | (b) | that individual is elected or appointed at a meeting at
      which the individual is present and the individual does not refuse, at the
      meeting, to be a director; or
| |     |                                                                                                                                                                             
| | (c) | with respect to first directors, the designation is
      otherwise valid under the Business Corporations
Act.                                                              

|Article 14.3 | Failure to Elect or Appoint Directors
|------------ | -------------------------------------

If:

| | (a) | the Company fails to hold an annual general meeting, and
      all the shareholders who are entitled to vote at an annual general meeting
      fail to pass the unanimous resolution contemplated by Article 10.2, on or
      before the date by which the annual general meeting is required to be held
  under the Business Corporations Act; or
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                     
| | (b) | the shareholders fail, at the annual general meeting or
      in the unanimous resolution contemplated by Article 10.2, to elect or
      appoint any directors;                                                                                                                                                                                    

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

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

|Article 14.4 | Places of Retiring Directors Not Filled
|------------ | ---------------------------------------

If, at any meeting of shareholders at which there should be an
election of directors, the places of any of the retiring directors are not
filled by that election, those retiring directors who are not re-elected and who
are asked by the newly elected directors to continue in office will, if willing
to do so, continue in office to complete the number of directors for the time
being set pursuant to these Articles until further new directors are elected at
a meeting of shareholders convened for that purpose. If any such election or
continuance of directors does not result in the election or continuance of the
number of directors for the time being set pursuant to these Articles, the
number of directors of the Company is deemed to be set at the number of directors actually
elected or continued in office.

---

- 23 -

|Article 14.5 | Directors May Fill Casual Vacancies
|------------ | -----------------------------------

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

|Article 14.6 | Remaining Directors Power to Act
|------------ | --------------------------------

The directors may act notwithstanding any vacancy in the board
of directors, but if the Company has fewer directors in office than the number
set pursuant to these Articles as the quorum of directors, the directors may
only act for the purpose of appointing directors up to that number or of
summoning a meeting of shareholders for the purpose of filling any vacancies on
the board of directors or, subject to the Business Corporations Act, for
any other purpose.

|Article 14.7 | Shareholders May Fill Vacancies
|------------ | -------------------------------

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

|Article
      14.8 | Additional Directors
|------------------ | --------------------

Notwithstanding Articles 13.1 and 13.2, between annual general
meetings or unanimous resolutions contemplated by Article 10.2, the directors
may appoint one or more additional directors, but the number of additional
directors appointed under this Article 14.8 must not at any time exceed:

| | (a) | one-third of the number of first directors, if, at the
      time of the appointments, one or more of the first directors have not yet
      completed their first term of office; or
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                      
| | (b) | in any other case, one-third of the number of the current
      directors who were elected or appointed as directors other than under this
      Article 14.8.                       

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

|Article 14.9 | Ceasing to be a Director
|------------ | ------------------------

A director ceases to be a director when:

| | (a) | the term of office of the director expires;
| | --- | -------------------------------------------
| |     |                                            
| | (b) | the director dies;                         

---

- 24 -

| | (c) | the director resigns as a director by notice in writing
      provided to the Company or a lawyer for the Company; or
| | --- | ---------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                      
| | (d) | the director is removed from office pursuant to Article
      14.10 or Article 14.11.                                

|Article 14.10 | Removal of Director by Shareholders
|------------- | -----------------------------------

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

|Article 14.11 | Removal of Director by Directors
|------------- | --------------------------------

The directors may remove any director before the expiration of
his or her term of office if the director is convicted of an indictable offence,
or if the director ceases to be qualified to act as a director of a company and
does not promptly resign, and the directors may appoint a director to fill the
resulting vacancy.

ART 15 ALTERNATE DIRECTORS

|Article 15.1 | Appointment of Alternate Director
|------------ | ---------------------------------

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

|Article 15.2 | Notice of Meetings
|------------ | ------------------

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

|Article 15.3 | Alternate for More Than One Director
      Attending Meetings
|------------ | -------------------------------------------------------------

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

| | (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 an
      appointee who is also a director, once more in that
  capacity;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 25 -

| | (b) | has a separate vote at a meeting of directors for each of
      his or her appointors and, in the case of an appointee who is also a
      director, an additional vote in that capacity;                                                                                                          
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                    
| | (c) | will be counted in determining the quorum for a meeting
      of a committee of directors once for each of his or her appointors who is
      a member of that committee and, in the case of an appointee who is also a
      member of that committee as a director, once more in that
  capacity;
| |     |                                                                                                                                                                                                                                                                                                    
| | (d) | has a separate vote at a meeting of a committee of
      directors for each of his or her appointors who is a member of that
      committee and, in the case of an appointee who is also a member of that
      committee as a director, an additional vote in that
  capacity.                   

|Article 15.4 | Consent Resolutions
|------------ | -------------------

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

|Article 15.5 | Alternate Director Not an Agent
|------------ | -------------------------------

Every alternate director is deemed not to be the agent of his
or her appointor.

|Article 15.6 | Revocation of Appointment of Alternate
      Director
|------------ | -----------------------------------------------------

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

|Article 15.7 | Ceasing to be an Alternate Director
|------------ | -----------------------------------

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 an alternate director
      by notice in writing provided to the Company or a lawyer for the
      Company;
| |     |                                                                                                                                              
| | (d) | the alternate director ceases to be qualified to act as a
      director; or                                                                 
| |     |                                                                                                                                              
| | (e) | his or her appointor revokes the appointment of the
      alternate director.                                                                

|Article 15.8 | Remuneration and Expenses of Alternate
      Director
|------------ | -----------------------------------------------------

The Company may reimburse an alternate director for the
reasonable expenses that would be properly reimbursed if he or she were a
director, and the alternate director is entitled to receive from the Company such proportion, if any,
of the remuneration otherwise payable to the appointor as the appointor may from
time to time direct.

---

- 26 -

PART 16POWERS AND DUTIES OF DIRECTORS

|Article 16.1 | Powers of Management
|------------ | --------------------

The directors must, subject to the Business Corporations
Act and these Articles, manage or supervise the management of the business
and affairs of the Company and have the authority to exercise all such powers of
the Company as are not, by the Business Corporations Act or by these
Articles, required to be exercised by the shareholders of the Company.

|Article 16.2 | Appointment of Attorney of Company
|------------ | ----------------------------------

The directors may from time to time, by power of attorney or
other instrument, under seal if so required by law, appoint any person to be the
attorney of the Company for such purposes, and with such powers, authorities and
discretions (not exceeding those vested in or exercisable by the directors under
these Articles and excepting the power to fill vacancies in the board of
directors, to remove a director, to change the membership of, or fill vacancies
in, any committee of the directors, to appoint or remove officers appointed by
the directors and to declare dividends) and for such period, and with such
remuneration and subject to such conditions as the directors may think fit. Any
such power of attorney may contain such provisions for the protection or
convenience of persons dealing with such attorney as the directors think fit.
Any such attorney may be authorized by the directors to sub-delegate all or any
of the powers, authorities and discretions for the time being vested in him or
her.

PART 17DISCLOSURE OF INTEREST OF
DIRECTORS

|Article 17.1 | Obligation to Account for Profits
|------------ | ---------------------------------

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

|Article 17.2 | Restrictions on Voting by Reason of
      Interest
|------------ | --------------------------------------------------

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

---

- 27 -

|Article 17.3 | Interested Director Counted in Quorum
|------------ | -------------------------------------

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

|Article 17.4 | Disclosure of Conflict of Interest or
      Property
|------------ | ----------------------------------------------------

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

|Article 17.5 | Director Holding Other Office in the
      Company
|------------ | --------------------------------------------------

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

|Article 17.6 | No Disqualification
|------------ | -------------------

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

|Article 17.7 | Professional Services by Director or
      Officer
|------------ | --------------------------------------------------

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

|Article 17.8 | Director or Officer in Other
      Corporations
|------------ | -----------------------------------------------

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

---

- 28 -

PART 18PROCEEDINGS OF DIRECTORS

|Article 18.1 | Meetings of Directors
|------------ | ---------------------

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

|Article 18.2 | Voting at Meetings
|------------ | ------------------

Questions arising at any meeting of directors are to be decided
by a majority of votes and, in the case of an equality of votes, the chair of
the meeting does not have a second or casting vote.

|Article 18.3 | Chair of Meetings
|------------ | -----------------

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
      for holding 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, that they will
      not be present at the meeting.

|Article 18.4 | Meetings by Telephone or Other
      Communications Medium
|------------ | ----------------------------------------------------------

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

---

- 29 -

|Article 18.5 | Calling of Meetings
|------------ | -------------------

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

|Article 18.6 | Notice of Meetings
|------------ | ------------------

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

|Article 18.7 | When Notice Not Required
|------------ | ------------------------

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

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

|Article 18.8 | Meeting Valid Despite Failure to Give
      Notice
|------------ | --------------------------------------------------

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

|Article 18.9 | Waiver of Notice of Meetings
|------------ | ----------------------------

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

|Article 18.10 | Quorum
|------------- | ------

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

---

- 30 -

|Article 18.11 | Validity of Acts Where Appointment
      Defective
|------------- | --------------------------------------------------

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

|Article 18.12 | Consent Resolutions in Writing
|------------- | ------------------------------

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

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

PART 19EXECUTIVE AND OTHER COMMITTEES

|Article 19.1 | Appointment and Powers of Executive
      Committee
|------------ | ---------------------------------------------------

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

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

---

- 31 -

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

|Article 19.2 | Appointment and Powers of Other
      Committees
|------------ | ------------------------------------------------

The directors may, by resolution:

| | (a) | appoint one or more committees (other than the executive
      committee) consisting of the director or directors that they consider
      appropriate;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                        
| | (b) | delegate to a committee appointed under paragraph (a) any
      of the directors powers, except:                                                      

| | (i)   | the power to fill vacancies in the board of
    directors;                                            
| | ----- | ------------------------------------------------------------------------------------------------------
| |       |                                                                                                       
| | (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 paragraph (b) subject
      to the conditions set out in the resolution or any subsequent directors
      resolution.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|Article 19.3 | Obligations of Committees
|------------ | -------------------------

Any committee appointed under Article 19.1 or Article 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.

|Article 19.4 | Powers of Board
|------------ | ---------------

The directors may, at any time, with respect to a committee
appointed under Article 19.1 or Article 19.2:

| | (a) | revoke or alter the authority given to the committee, or
      override a decision made by the committee, except as to acts done before
      such revocation, alteration or overriding;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                         
| | (b) | terminate the appointment of, or change the membership
      of, the committee; and                                                                                                     

---

- 32 -

| | (c) | fill vacancies in the
committee.
| | --- | --------------------------------

|Article 19.5 | Committee Meetings
|------------ | ------------------

Subject to Article 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 Article 19.1 or Article
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 holding
      the meeting, the directors present who are members of the committee may
      choose one of their number to chair the meeting;
| |     |                                                                                                                                                                                                                                                                                                                                                       
| | (c) | a majority of the members of the committee constitutes a
      quorum of the committee; and                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                       
| | (d) | questions arising at any meeting of the committee are
      determined by a majority of votes of the members present, and in case of
      an equality of votes, the chair of the meeting does not have a second or
      casting vote.                                                                                                               

PART 20 OFFICERS

|Article 20.1 | Directors May Appoint Officers
|------------ | ------------------------------

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

|Article 20.2 | Functions, Duties and Powers of Officers
|------------ | ----------------------------------------

The directors may, for each officer:

| | (a) | determine the functions and duties of the
  officer;                                                                                                                                   
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                        
| | (b) | entrust to and confer on the officer any of the powers
      exercisable by the directors on such terms and conditions and with such
      restrictions as the directors think fit; and
| |     |                                                                                                                                                                                        
| | (c) | revoke, withdraw, alter or vary all or any of the
      functions, duties and powers of the officer.                                                                                   

|Article 20.3 | Qualifications
|------------ | --------------

No officer may be appointed unless that officer is qualified in
accordance with the Business Corporations Act. One person may hold more
than one position as an officer of the Company. Any person appointed as the
chair of the board or as a managing director must be a director. Any other
officer need not be a director.

---

- 33 -

|Article 20.4 | Remuneration and Terms of Appointment
|------------ | -------------------------------------

All appointments of officers are to be made on the terms and
conditions and at the remuneration (whether by way of salary, fee, commission,
participation in profits or otherwise) that the directors think fit and are
subject to termination at the pleasure of the directors, and an officer may in
addition to such remuneration be entitled to receive, after he or she ceases to
hold such office or leaves the employment of the Company, a pension or gratuity.

PART 21 INDEMNIFICATION

|Article 21.1 | Definitions
|------------ | -----------

In this Part 21:

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

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

| | (c) | expenses has the meaning set out in the
      Business Corporations Act.
| | --- | --------------------------------------------------------------------------

|Article 21.2 | Mandatory Indemnification of Directors and
      Former Directors
|------------ | -----------------------------------------------------------------

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

---

- 34 -

|Article 21.3 | Indemnification of Other Persons
|------------ | --------------------------------

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

|Article 21.4 | Non-Compliance withBusiness
      Corporations Act
|------------ | --------------------------------------------------

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

|Article 21.5 | Company May Purchase Insurance
|------------ | ------------------------------

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

| | (a) | is or was a director, alternate director, officer,
      employee or agent of the Company;                                                                                                                  
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                             
| | (b) | is or was a director, alternate director, officer,
      employee or agent of a corporation at a time when the corporation is or
      was an affiliate of the Company;                                     
| |     |                                                                                                                                                                                                             
| | (c) | at the request of the Company, is or was a director,
      alternate director, officer, employee or agent of a corporation or of a
      partnership, trust, joint venture or other unincorporated
entity;  
| |     |                                                                                                                                                                                                             
| | (d) | at the request of the Company, holds or held a position
      equivalent to that of a director, alternate director or officer of a
      partnership, trust, joint venture or other unincorporated
  entity;

against any liability incurred by him
or her as such director, alternate director, officer, employee or agent or
person who holds or held such equivalent position.

PART 22 DIVIDENDS

|Article 22.1 | Payment of Dividends Subject to Special
      Rights
|------------ | ----------------------------------------------------

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

|Article 22.2 | Declaration of Dividends
|------------ | ------------------------

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

---

- 35 -

|Article 22.3 | No Notice Required
|------------ | ------------------

The directors need not give notice to any shareholder of any
declaration under Article 22.2.

|Article 22.4 | Record Date
|------------ | -----------

The directors may set a date as the record date for the purpose
of determining shareholders entitled to receive payment of a dividend. The
record date must not precede the date on which the dividend is to be paid by
more than two months. If no record date is set, the record date is 5 p.m. on the
date on which the directors pass the resolution declaring the dividend.

|Article 22.5 | Manner of Paying Dividend
|------------ | -------------------------

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

|Article 22.6 | Settlement of Difficulties
|------------ | --------------------------

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

| | (a) | set the value for distribution of specific
  assets;                                                                                                                                                                                                                 
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                      
| | (b) | determine that cash payments in substitution for all or
      any part of the specific assets to which any shareholders are entitled may
      be made to any shareholders on the basis of the value so fixed in order to
      adjust the rights of all parties; and
| |     |                                                                                                                                                                                                                                                                      
| | (c) | vest any such specific assets in trustees for the persons
      entitled to the dividend.                                                                                                                                                                            

|Article 22.7 | When Dividend Payable
|------------ | ---------------------

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

|Article 22.8 | Dividends to be Paid in Accordance with
      Number of Shares
|------------ | --------------------------------------------------------------

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

|Article 22.9 | Receipt by Joint Shareholders
|------------ | -----------------------------

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

---

- 36 -

|Article 22.10 | Dividend Bears No Interest
|------------- | --------------------------

No dividend bears interest against the Company.

|Article 22.11 | Fractional Dividends
|------------- | --------------------

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

|Article 22.12 | Payment of Dividends
|------------- | --------------------

Any dividend or other distribution payable in cash in respect
of shares may be paid by cheque, made payable to the order of the person to whom
it is sent, and mailed to the address of the shareholder, or in the case of
joint shareholders, to the address of the joint shareholder who is first named
on the central securities register, or to the person and to the address the
shareholder or joint shareholders may direct in writing. The mailing of such
cheque will, to the extent of the sum represented by the cheque (plus the amount
of the tax required by law to be deducted), discharge all liability for the
dividend unless such cheque is not paid on presentation or the amount of tax so
deducted is not paid to the appropriate taxing authority.

|Article 22.13 | Capitalization of Surplus
|------------- | -------------------------

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

PART 23DOCUMENTS, RECORDS AND REPORTS

|Article 23.1 | Recording of Financial Affairs
|------------ | ------------------------------

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

|Article 23.2 | Inspection of Accounting Records
|------------ | --------------------------------

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

---

- 37 -

PART 24 NOTICES

|Article 24.1 | Method of Giving Notice
|------------ | -----------------------

Unless the Business Corporations Act or these Articles
provides otherwise, a notice, statement, report or other record required or
permitted by the Business Corporations Act or these Articles to be sent
by or to a person may be sent by any one of the following methods:

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

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

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

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

| | (c) | sending the record by fax to the fax number provided by
      the intended recipient for the sending of that record or records of that
      class;     
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                         
| | (d) | sending the record by email to the email address provided
      by the intended recipient for the sending of that record or records of
      that class;
| |     |                                                                                                                                                         
| | (e) | physical delivery to the intended
  recipient.                                                                                                          

|Article 24.2 | Deemed Receipt of Mailing
|------------ | -------------------------

A record that is mailed to a person by ordinary mail to the
applicable address for that person referred to in Article 24.1 is deemed to be
received by the person to whom it was mailed on the day, Saturdays, Sundays and
holidays excepted, following the date of mailing.

---

- 38 -

|Article 24.3 | Certificate of Sending
|------------ | ----------------------

A certificate signed by the secretary, if any, or other officer
of the Company or of any other corporation acting in that behalf for the Company
stating that a notice, statement, report or other record was addressed as
required by Article 24.1, prepaid and mailed or otherwise sent as permitted by
Article 24.1 is conclusive evidence of that fact.

|Article 24.4 | Notice to Joint Shareholders
|------------ | ----------------------------

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

|Article 24.5 | Notice to Trustees
|------------ | ------------------

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

| | (a) | mailing the record, addressed to
them:
| | --- | --------------------------------------

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

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

PART 25 SEAL

|Article 25.1 | Who May Attest Seal
|------------ | -------------------

Except as provided in Article 25.2 and Article 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 one director, that director;
      or                                
| |     |                                                                                              
| | (d) | any one or more directors or officers or persons as may
      be determined by the directors.

---

- 39 -

|Article 25.2 | Sealing Copies
|------------ | --------------

For the purpose of certifying under seal a certificate of
incumbency of the directors or officers of the Company or a true copy of any
resolution or other document, despite Article 25.1, the impression of the seal
may be attested by the signature of any director or officer.

|Article 25.3 | Mechanical Reproduction of Seal
|------------ | -------------------------------

The directors may authorize the seal to be impressed by third
parties on share certificates or bonds, debentures or other securities of the
Company as they may determine appropriate from time to time. To enable the seal
to be impressed on any share certificates or bonds, debentures or other
securities of the Company, whether in definitive or interim form, on which
facsimiles of any of the signatures of the directors or officers of the Company
are, in accordance with the Business Corporations Act or these Articles,
printed or otherwise mechanically reproduced, there may be delivered to the
person employed to engrave, lithograph or print such definitive or interim share
certificates or bonds, debentures or other securities one or more unmounted dies
reproducing the seal and the chair of the board or any senior officer together
with the secretary, treasurer, secretary-treasurer, an assistant secretary, an
assistant treasurer or an assistant secretary-treasurer may in writing authorize
such person to cause the seal to be impressed on such definitive or interim
share certificates or bonds, debentures or other securities by the use of such
dies. Share certificates or bonds, debentures or other securities to which the
seal has been so impressed are for all purposes deemed to be under and to bear
the seal impressed on them.

PART 26 PROHIBITIONS

|Article 26.1 | Definitions
|------------ | -----------

In this Part 26:

| | (a) | designated security
means:
| | --- | ----------------------------

| | (i)   | a voting security of the Company;                                                                                                                                                                                             
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                               
| | (ii)  | a security of the Company that is not a debt security and
      that carries a residual right to participate in the earnings of the
      Company or, on the liquidation or winding up of the Company, in its
      assets; or
| |       |                                                                                                                                                                                                                               
| | (iii) | a security of the Company convertible, directly or
      indirectly, into a security described in paragraph (a) or
  (b);                                                                                                     

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

| | (i) | is not a debt security, and
| | --- | ---------------------------

---

- 40 -

| | (ii) | carries a voting right either under all circumstances or
      under some circumstances that have occurred and are
  continuing.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------

|Article 26.2 | Application
|------------ | -----------

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

|Article 26.3 | Consent Required for Transfer of Shares or
      Designated Securities
|------------ | ----------------------------------------------------------------------

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

PART 27SPECIAL RIGHTS AND RESTRICTIONS ATTACHING
TO THE COMMON SHARES AND THE PREFERRED SHARES

|Article 27.1 | Voting Rights
|------------ | -------------

The Common shares will be entitled to vote at all meetings of
members of the Company except meetings at which only holders of a specified
class of shares are entitled to vote.

|Article 27.2 | Dividend Rights on Common Shares
|------------ | --------------------------------

Subject to the rights of the holders of the Preferred shares,
the Common shares will be entitled to a dividend from time to time as determined
by the directors.

|Article 27.3 | Dissolution
|------------ | -----------

Subject to the rights of the holders of the Preferred shares,
in the event of the liquidation, dissolution or winding-up of the Company
whether voluntary or involuntary, or any other distribution of the assets of the
Company among its members for the purpose of winding up its affairs, the holders
of the Common shares will be entitled to receive the remaining property of the
Company.

|Article 27.4 | Issuance of Preferred Shares in Series
|------------ | --------------------------------------

The Preferred shares are issuable from time to time in one or
more series, ranking equally on winding-up, to repayment of the amount paid up
on such shares, and to carry and be subject to, as a class, the following
rights, privileges, restrictions and conditions:

| | (a) | each series of Preferred shares may consist of such
      number of shares as may before the issue thereof be fixed by resolution of
      the directors;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 41 -

| | (b) | the directors of the Company will by resolution duly
      passed before the issue of any Preferred shares of any series determine
      the special rights and restrictions attaching to the Preferred shares of
      such series, including but without limiting or restricting the generality
      of the foregoing;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (i)   | the provision, if any, with respect to the rights of
      holders of such series to receive notice of and to attend and vote at any
      general meeting of the Company;                                                             
| |  | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |       |                                                                                                                                                                                                                                        
| |  | (ii)  | the rights and obligations, if any, relating to the
      purchase or redemption by the Company of the Preferred shares of such
      series and a consideration for and the terms and conditions of such
      purchase or redemption;
| |  |       |                                                                                                                                                                                                                                        
| |  | (iii) | the right, if any, to convert any Preferred shares of
      such series into shares of another class;                                                                                                                                  
| |  |       |                                                                                                                                                                                                                                        
| |  | (iv)  | the terms and conditions of any share purchase plan or
      sinking fund; and                                                                                                                                                         
| |  |       |                                                                                                                                                                                                                                        
| |  | (v)   | the restrictions, if any, respecting payment of dividends
      on any shares ranking junior to the Preferred
shares.                                                                                                                  

|Article 27.5 | Ranking
|------------ | -------

The Preferred shares will rank on a parity with each other and
with any other shares by their terms ranking equally therewith with respect to,
on winding-up, repayment of the amount paid up on such shares of the Company,
and will rank prior to the Common shares or any other shares ranking junior with
respect to, on winding-up, repayment of the amount paid up on such shares.

PART 28NOMINATIONS OF DIRECTORS - ADVANCE NOTICE

| | A. | Only persons who are nominated in accordance with the
      following procedures shall be eligible for election as directors of the
      Company. Nominations of persons for election to the board of directors of
      the Company (the Board)may be made at any
      annual meeting of shareholders, or at any special meeting of shareholders
      if one of the purposes for which the special meeting was called was the
      election of directors:
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | i.  | by or at the direction of the Board, including pursuant
      to a notice of meeting;                                                                                                                                                                                                                       
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                             
| | ii. | by or at the direction or request of one or more
      shareholders pursuant to a proposal made in accordance with the provisions
      of the British Columbia Business Corporations Act(the
      Act), or a requisition of the shareholders made in
      accordance with the provisions of the Act; or

---

- 42 -

| | iii. | by any person (a Nominating
  Shareholder):
| | ---- | ---------------------------------------------

| | (a) | who, at the close of business on the date of the giving
      by the Nominating Shareholder of the notice provided for below in this
      Part and at the close of business on the record date for notice of such
      meeting, is entered in the securities register of the Company as a holder
      of one or more shares carrying the right to vote at such meeting or who
      beneficially owns shares that are entitled to be voted at such meeting;
      and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (b) | who complies with the notice procedures set forth below
      in this Part.                                                                                                                                                                                                                                                                                                                                                                                             

| | B. | In addition to any other requirements under applicable
      laws, for a nomination to be made by a Nominating Shareholder, the
      Nominating Shareholder must have given notice thereof that is both timely
      (in accordance with paragraph C below) and in proper written form (in
      accordance with paragraph D below) to the Corporate Secretary of the
      Company at the principal office of the
Company.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | C. | To be timely, a Nominating Shareholders notice to the
      Corporate Secretary of the Company must be
made:
| | -- | -------------------------------------------------------------------------------------------------------------

| | i.  | in the case of an annual meeting of shareholders, not
      less than 30 days prior to the date of the annual meeting of shareholders;
      provided, however, that in the event that the annual meeting of
      shareholders is to be held on a date that is less than 50 days after the
      date (the Notice Date) on which the first public announcement of
      the date of the annual meeting was made, notice by the Nominating
      Shareholder may be made not later than the close of business on the 10th
      day following the Notice Date; and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ii. | in the case of a special meeting (which is not also an
      annual meeting) of shareholders called for the purpose of electing
      directors (whether or not called for other purposes), not later than the
      close of business on the 15th day following the day on which the first
      public announcement of the date of the special meeting of shareholders was
      made.                                                                                                                                                                            

| | D. | To be in proper written form, a Nominating Shareholders
      notice to the Corporate Secretary of the Company must set
  forth:
| | -- | ---------------------------------------------------------------------------------------------------------------------------------

| | i. | as to each person whom the Nominating Shareholder
      proposes to nominate for election as a
director:
| | -- | --------------------------------------------------------------------------------------------------------

| | (a) | the name, age, business address and residential address
      of the person;                                                                                                                                                                                                                                                                     
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                  
| | (b) | the principal occupation or employment of the
    person;                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                  
| | (c) | the citizenship of such person;                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                  
| | (d) | the class or series and number of shares in the capital
      of the Company which are controlled or which are owned beneficially
    or of record by the person as of the record date for the meeting
of shareholders (if such date shall then have been made publicly available and
shall have occurred) and as of the date of such notice; and

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| | (e) | any other information relating to the person that would
      be required to be disclosed in a dissidents proxy circular in connection
      with solicitations of proxies for election of directors pursuant to the
      Act and Applicable Securities Laws (as defined below);
  and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ii. | as to the Nominating Shareholder giving the notice, full
      particulars regarding any proxy, contract, agreement, arrangement,
      understanding or relationship pursuant to which such Nominating
      Shareholder has a right to vote or direct the voting of any shares of the
      Company and any other information relating to such Nominating Shareholder
      that would be required to be made in a dissidents proxy circular in
      connection with solicitations of proxies for election of directors
      pursuant to the Act and Applicable Securities Laws (as defined
    below).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | E. | No person shall be eligible for election as a director of
      the Company unless nominated in accordance with the provisions of this
      Part; provided, however, that nothing in this Part shall be deemed to
      preclude discussion by a shareholder (as distinct from the nomination of
      directors) at a meeting of shareholders of any matter that is properly
      before such meeting pursuant to the provisions of the Act or the
      discretion of the Chairman. The Chairman of the meeting shall have the
      power and duty to determine whether a nomination was made in accordance
      with the procedures set forth in the foregoing provisions and, if any
      proposed nomination is not in compliance with such foregoing provisions,
      to declare that such defective nomination shall be
  disregarded.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | F. | For purposes of this Part:
| | -- | --------------------------

| | i.  | public announcement shall mean disclosure in a
      press release reported by a national news service in Canada, or in a
      document publicly filed by the Company under its profile on the System of
      Electronic Document Analysis and Retrieval (SEDAR) at
      www.sedar.comand U.S. Securities and Exchange Commission
      (EDGAR) at www.sec.gov; and                                                                                                           
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ii. | Applicable Securities Laws means the applicable
      securities legislation of each relevant province and territory of Canada,
      as amended from time to time, the rules, regulations and forms made or
      promulgated under any such statute and the published national instruments,
      multilateral instruments, policies, bulletins and notices of the
      securities commission and similar regulatory authority of each province
      and territory of Canada.

| | G. | Notwithstanding any other provision of these Articles,
      notice given to the Corporate Secretary of the Company pursuant to this
      Part may only be given by personal delivery, facsimile transmission or by
      email (at such email address as stipulated from time to time by the Corporate Secretary of
the Company for purposes of this notice), and shall be deemed to have been given
and made only at the time it is served by personal delivery to the Corporate
Secretary at the address of the principal executive offices of the Company,
email (at the address as aforesaid) or sent by facsimile transmission (provided
that receipt of confirmation of such transmission has been received); provided
that if such delivery or electronic communication is made on a day which is a
not a business day or later than 5:00 p.m. (Toronto time) on a day which is a
business day, then such delivery or electronic communication shall be deemed to
have been made on the subsequent day that is a business day.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | H. | Notwithstanding the foregoing, the Board may, in its sole
      discretion, waive any requirement in this
Part.
| | -- | ---------------------------------------------------------------------------------------------------------------

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