---

CARDERO RESOURCE CORP.INCORPORATION NUMBER:
302523(THE COMPANY)

ARTICLES

TABLEOF CONTENTS

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

---

|1.  | Interpretation
|--- | --------------
|    |               
|1.1 | Definitions   

In these Articles, unless the context otherwise requires:

|(1)  | appropriate personhas the meaning assigned in
      the Securities Transfer Act;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(2)  | board of directors, directorsand
      boardmean the directors or sole director of the Company for the
      time being;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(3)  | Business Corporations
      Actmeans the Business Corporations Act(British
      Columbia) from time to time in force and all amendments thereto and
      includes all regulations and amendments thereto made pursuant to that
      Act;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(4)  | Interpretation Actmeans the
      Interpretation Act(British Columbia) from time to time in force
      and all amendments thereto and includes all regulations and amendments
      thereto made pursuant to that Act;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(5)  | legal personal representativemeans a personal
      or other legal representative of the shareholder;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(6)  | protected purchaserhas the meaning assigned in
      the Securities Transfer Act;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(7)  | registered addressof a shareholder means the
      shareholders address as recorded in the central securities
    register;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(8)  | sealmeans the seal of the Company, if
    any;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(9)  | securities legislation means statutes concerning
      the regulation of securities markets and trading in securities and the
      regulations, rules, forms and schedules under those statutes, all as
      amended from time to time, and rulings and orders, as amended from time to
      time, issued by the securities commissions or similar regulatory
      authorities appointed under or pursuant to those statutes; Canadian
      securities legislation means the securities legislation in any
      province or territory of Canada and includes the Securities Act(British Columbia); and U.S. securities legislation means the
      securities legislation in the federal jurisdiction of the United States
      and in any state of the United States and includes the Securities Act of
      1933 and the Securities Exchange Act of 1934; and
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(10) | Securities Transfer Act means the Securities
      Transfer Act(British Columbia) from time to time in force and all
      amendments thereto and includes all regulations and amendments thereto
      made pursuant to that Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

|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 Actwill prevail.

|2.  | Shares and Share Certificates
|--- | -----------------------------
|    |                              
|2.1 | Authorized Share Structure   

The authorized share structure of the Company consists of an
unlimited number of common shares without par value.

---

- 2 -

2.2Form
  of Share Certificate

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

2.3Shareholder
  Entitled to Certificate or Acknowledgment

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

2.4Delivery
  by Mail

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

2.5Replacement
  of Worn Out or Defaced Certificate or Acknowledgment

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

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

2.6Replacement
  of Lost, Destroyed or Wrongfully Taken Certificate

If a person entitled to a share certificate claims that the
share certificate has been lost, destroyed or wrongfully taken, the Company must
issue a new share certificate, if that person:

|(1) | so requests before the Company has notice that the share
      certificate has been acquired by a protected purchaser;                                                                         
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                
|(2) | provides the Company with an indemnity bond sufficient in
      the Companys judgment to protect the Company from any loss that the
      Company may suffer by issuing a new certificate; and
|    |                                                                                                                                                                                                
|(3) | satisfies any other reasonable requirements imposed by
      the directors.                                                                                                                    

A person entitled to a share certificate may not assert against
the Company a claim for a new share certificate where a share certificate has
been lost, apparently destroyed or wrongfully taken if that person fails to
notify the Company of that fact within a reasonable time after that person has
notice of it and the Company registers a transfer of the shares represented by
the certificate before receiving a notice of the loss, apparent destruction or
wrongful taking of the share certificate.

2.7Recovery
  of New Share Certificate

If, after the issue of a new share certificate, a protected
purchaser of the original share certificate presents the original share
certificate for the registration of transfer, then in addition to any rights on
the indemnity bond, the Company may recover the new share certificate from a person to
whom it was issued or any person taking under that person other than a protected
purchaser.

---

- 3 -

2.8Splitting
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 represented by the share
certificate so surrendered, the Company must cancel the surrendered share
certificate and issue replacement share certificates in accordance with that
request.

2.9Certificate
  Fee

There must be paid to the Company, in relation to the issue of
  any share certificate under Articles 2.5, 2.6 or 2.8, the amount, if any, determined
  by the directors, which amount must not exceed the amount prescribed under the
  Business Corporations Act.

2.10Recognition 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 express notice thereof) any equitable, contingent, future or partial
interest in any share or fraction of a share or (except as required 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 by the shareholder.

3.Issue
  of Shares

3.1Directors
  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 any of the unissued shares, and any issued shares
held by the Company, at the times, to the persons, including directors, in the
manner, on the terms and conditions and for the issue prices (including any
premium at which shares with par value may be issued) that the directors may
determine. The issue price for a share with par value must be equal to or
greater than the par value of the share.

3.2Commissions
  and Discounts

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

3.3Brokerage

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

3.4Conditions
  of Issue

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

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

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

---

- 4 -

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

|(2) | the value of the consideration received by the Company
      equals or exceeds the issue price set for the share under Article
    3.1.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------

3.5Share
  Purchase Warrants and Rights

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

4.Share
  Registers

4.1Central
  Securities Register

As required by and subject to the BusinessCorporationsAct, the Company must maintain a central
securities register in British Columbia. The directors may, subject to the
BusinessCorporationsAct, 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.

4.2Closing
  of Central Securities Register

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

5.Share Transfers

5.1Registering
  Transfers

.Subject to the Business Corporations Act, a transfer of
a share of the Company must not be registered unless the Company or the transfer
agent or registrar for the class or series of share to be transferred has
received:

|(1) | in the case of a share certificate that has been issued
      by the Company in respect of the share to be transferred, that share
      certificate and a written instrument of transfer (which may be on a
      separate document or endorsed on the share certificate) made by the
      shareholder or other appropriate person or by an agent who has actual
      authority to act on behalf of that person;                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(2) | in the case of a non-transferable written acknowledgment
      of the shareholders right to obtain a share certificate that has been
      issued by the Company in respect of the share to be transferred, a written
      instrument of transfer that directs that the transfer of the shares be
      registered, made by the shareholder or other appropriate person or by an
      agent who has actual authority to act on behalf of that person;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(3) | in the case of a share that is an uncertificated share, a
      written instrument of transfer that directs that the transfer of the share
      be registered, made by the shareholder or other appropriate person or by
      an agent who has actual authority to act on behalf of that person;
    and                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(4) | such other evidence, if any, as the Company or the
      transfer agent or registrar for the class or series of share to be
      transferred may require to prove the title of the transferor or the
      transferors right to transfer the share, that the written instrument of
      transfer is genuine and authorized and that the transfer is rightful or to
      a protected purchaser.                                                      

---

- 5 -

5.2Form
  of Instrument of Transfer

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

5.3Transferor
  Remains Shareholder

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

5.4Signing
  of Instrument of Transfer

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

|(1) | in the name of the person named as transferee in that
      instrument of transfer; or                                                                                                                    
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                           
|(2) | if no person is named as transferee in that instrument of
      transfer, in the name of the person on whose behalf the instrument is
      deposited for the purpose of having the transfer
  registered.

5.5Enquiry
  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.

5.6Transfer
  Fee

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

6.Transmission of Shares

6.1Legal
  Personal Representative Recognized on Death

In the case of the death of a shareholder, the legal personal
representative of the shareholder, or in the case of shares registered in the
shareholders name and the name of another person in joint tenancy, the
surviving joint holder, will be the only person recognized by the Company as
having any title to the shareholders interest in the shares. Before recognizing
a person as a legal personal representative of a shareholder, the directors may
require the original grant of probate or letters of administration or a court
certified copy of them or the original or a court certified or authenticated
copy of the grant of representation, will, order or other instrument or other
evidence of the death under which title to the shares or securities is claimed
to vest.

6.2Rights
  of Legal Personal Representative

The legal personal representative of a shareholder has the same
rights, privileges and obligations that attach to the shares held by the
shareholder, including the right to transfer the shares in accordance with these
Articles, if appropriate evidence of appointment or incumbency within the
meaning of s. 87 of the Securities Transfer Act has been deposited with
the Company. This Article 6.2 does not apply in the case of the death of a
shareholder with respect to shares registered in the shareholders name and the
name of another person in joint tenancy

---

- 6 -

7.Purchase of Shares

7.1Company
  Authorized to Purchase Shares

Subject to 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 upon the terms, if any, specified in such resolution.

7.2Sale
  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, the Company:

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

8.Borrowing Powers

The Company, if authorized by the directors, may:

|(1) | borrow money in the manner and amount, on the security,
      from the sources and on the terms and conditions that they consider
      appropriate;                                                                                                          
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                               
|(2) | issue bonds, debentures and other debt obligations either
      outright or as security for any liability or obligation of the Company or
      any other person and at such discounts or premiums and on such other terms
      as they consider appropriate;
|    |                                                                                                                                                                                                                                                               
|(3) | guarantee the repayment of money by any other person or
      the performance of any obligation of any other person; and                                                                                                                                      
|    |                                                                                                                                                                                                                                                               
|(4) | mortgage, charge (whether by way of specific or floating
      charge), grant a security interest in, or give other security on, the
      whole or any part of the present and future assets and undertaking of the
      Company.                           

9.Alterations

9.1Alteration
  of Authorized Share Structure

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

|(1) | by ordinary resolution:
|--- | -----------------------
|    |                        
|    | (a)                    
|    |                        
|    | (b)                    

---

- 7 -

| | (c) | if the Company is authorized to issue shares of a class
      of shares with par value:                  
| | --- | ---------------------------------------------------------------------------------------------------------
| |     |                                                                                                          
| |     | (i)                                                                                                      
| |     |                                                                                                          
| |     | (ii)                                                                                                     
| |     |                                                                                                          
| | (d) | alter the identifying name of any of its shares;
  or                                                    
| |     |                                                                                                          
| | (e) | otherwise alter its shares or authorized share structure
      when required or permitted to do so by the
| |     |                                                                                                          
| |     | Business Corporations Act;
and                                                                           

|(2) | by resolution of the directors, subdivide or consolidate
      all or any of its unissued, or fully paid issued,
shares.
|--- | ------------------------------------------------------------------------------------------------------------------------

9.2Special
  Rights and Restrictions

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

|(1) | create special rights or restrictions for, and attach
      those special rights or restrictions to, the shares of any class or series
      of shares, whether or not any or all of those shares have been
    issued;
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                        
|(2) | vary or delete any special rights or restrictions
      attached to the shares of any class or series of shares, whether or not
      any or all of those shares have been issued; or                                  
|    |                                                                                                                                                                                                                        
|(3) | 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.                   

9.3Change
  of Name

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

9.4Other
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.

10.Meetings of Shareholders

10.1Annual 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.

10.2Resolution
Instead of Annual General Meeting

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

---

- 8 -

10.3Calling of
Meetings of Shareholders

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

10.4Location of
Meetings of Shareholders

Subject to the Business Corporations Act, a meeting of
shareholders may be held in or outside of British Columbia as determined by a
resolution of the directors.

10.5Notice for
Meetings of Shareholders

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

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

10.6Record Date for
Notice

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

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

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

10.7Record 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 the day immediately
preceding the first date on which the notice is sent or, if no notice is sent,
the date immediately preceding the date of the meeting.

10.8Failure 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 and prior to or following
such meeting, waive or reduce the period of notice of such meeting.

10.9Notice 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:

---

- 9 -

|(1) | state the general nature of the special business;
    and                                                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                          
|(2) | if the special business includes considering, approving,
      ratifying, adopting or authorizing any document or the signing of or
      giving of effect to any document, have attached to it a copy of the
      document or state that a copy of the document will be available for
      inspection by shareholders:
|    |                                                                                                                                                                                                                                                                                                                          
|    | (a)                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                          
|    | (b)                                                                                                                                                                                                                                                                                                                      

11.Proceedings at Meetings of Shareholders

11.1Special Business

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

|(1) | at a meeting of shareholders that is not an annual
      general meeting, all business is special business except business relating
      to the conduct of or voting at the meeting;
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                      
|(2) | at an annual general meeting, all business is special
      business except for the following:                                                                                       
|    |                                                                                                                                                                                      
|    | (a)                                                                                                                                                                                  
|    |                                                                                                                                                                                      
|    | (b)                                                                                                                                                                                  
|    |                                                                                                                                                                                      
|    | (c)                                                                                                                                                                                  
|    |                                                                                                                                                                                      
|    | (d)                                                                                                                                                                                  
|    |                                                                                                                                                                                      
|    | (e)                                                                                                                                                                                  
|    |                                                                                                                                                                                      
|    | (f)                                                                                                                                                                                  
|    |                                                                                                                                                                                      
|    | (g)                                                                                                                                                                                  
|    |                                                                                                                                                                                      
|    | (h)                                                                                                                                                                                  

11.2Special Majority

The majority of votes required for the Company to pass a
special resolution at a meeting of shareholders is two-thirds (2/3) of the votes
cast on the resolution.

11.3Quorum

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.

---

- 10 -

11.4One Shareholder
May Constitute Quorum

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

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

11.5Other Persons May
Attend

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

11.6Requirement of
Quorum

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

11.7Lack of Quorum

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

|(1) | in the case of a general meeting requisitioned by
      shareholders, the meeting is dissolved, and                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                        
|(2) | in the case of any other meeting of shareholders, the
      meeting stands adjourned to the same day in the next week at the same time
      and place.

11.8Lack of Quorum at
Succeeding Meeting

If, at the meeting to which the meeting referred to in Article
11.7(2) was adjourned, a quorum is not present within one-half hour from the
time set for the holding of the meeting, the person or persons present and
being, or representing by proxy, one or more shareholders entitled to attend and
vote at the meeting constitute a quorum.

11.9Chair

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

|(1) | the chair of the board, if any;                                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                        
|(2) | if there is no chair of the board, or if the chair of the
      board is absent or unwilling to act as chair of the meeting, the chief
      executive officer, if any;
|    |                                                                                                                                                                        
|(3) | if there is no chief executive officer or if the chief
      executive officer is absent or unwilling to act as chair of the meeting,
      the president, if any;     
|    |                                                                                                                                                                        
|(4) | if there is no president, or if the president is absent
      or unwilling to act as chair of the meeting, a vice- president, if any;
      or                         
|    |                                                                                                                                                                        
|(5) | if there are no vice-presidents, or if all
      vice-presidents are absent or are all unwilling to act as chair of the
      meeting, any director.                   

---

- 11 -

11.10Selection of Alternate Chair

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

11.11Adjournments

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

11.12Notice of Adjourned Meeting

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

11.13Decisions 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.

11.14Declaration of Result

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

11.15Motion Need Not be Seconded

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

11.16Casting Vote

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

11.17Manner of Taking Poll

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

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

---

- 12 -

| | (b) | in the manner, at the time and at the place that the
      chair of the meeting directs;
| | --- | ----------------------------------------------------------------------------------------

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

11.18Demand for Poll on
Adjournment

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

11.19Chair Must Resolve Dispute

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

11.20Casting of Votes

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

11.21Demand for Poll

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

11.22Demand for Poll Not to
Prevent Continuance of Meeting

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

11.23Retention of Ballots and
Proxies

The Company must, for at least three months after a meeting of
shareholders, keep at its records office 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.

12.Votes
of Shareholders

12.1Number of Votes
by Shareholder or by Shares

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

|(1) | on a vote by show of hands, every person present who is a
      shareholder, or a duly appointed representative of a corporate shareholder
      pursuant to Article 12.5, entitled to vote on the matter has one vote.
      Shareholders represented by proxy are not entitled to vote on a show of
      hands; and
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                       
|(2) | on a poll, every shareholder entitled to vote on the
      matter has one vote in respect of each share entitled to be voted on the
      matter and held by that shareholder and may exercise that vote either in
      person or by proxy.                                                                          

12.2Votes 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.

---

- 13 -

12.3Votes by Joint
Holders

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

|(1) | any one of the joint shareholders may vote at any
      meeting, either personally or by proxy, in respect of the share as if that
      joint shareholder were solely entitled to it; or                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                        
|(2) | if more than one of the joint shareholders is present at
      any meeting, personally or by proxy, and more than one of them votes in
      respect of that share, then only the vote of the joint shareholder present
      whose name stands first on the central securities register in respect of
      the share will be counted.

12.4Legal Personal
Representatives as Joint Shareholders

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

12.5Representative of
a Corporate Shareholder

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

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

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

12.6Proxy 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 Canadian securities legislation applicable to the Company
or any U.S. securities legislation applicable to the Company or any rules of an
exchange on which securities of the Company are listed.

---

- 14 -

12.7Appointment of
Proxy Holders

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

12.8Alternate Proxy
Holders

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

12.9When Proxy Holder
Need Not Be Shareholder

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

|(1) | the person appointing the proxy holder is a corporation
      or a representative of a corporation appointed under Article
  12.5;                                                                                                                                                                                                                                       
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                          
|(2) | the Company has at the time of the meeting for which the
      proxy holder is to be appointed only one shareholder entitled to vote at
      the meeting;                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                          
|(3) | the shareholders present in person or by proxy at and
      entitled to vote at the meeting for which the proxy holder is to be
      appointed, by a resolution on which the proxy holder is not entitled to
      vote but in respect of which the proxy holder is to be counted in the
      quorum, permit the proxy holder to attend and vote at the meeting;
    or
|    |                                                                                                                                                                                                                                                                                                                                                                          
|(4) | the Company is a public company.                                                                                                                                                                                                                                                                                                                                         

12.10Deposit of Proxy

A proxy for a meeting of shareholders must:

|(1) | be received at the registered office of the Company, or
      at any other place specified in the notice calling the meeting for the
      receipt of proxies, at least the number of business days specified in the
      notice, or if no number of days is specified, two business days before the
      day set for the holding of the meeting; or
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                       
|(2) | if permitted by the notice calling the meeting, be
      provided, at the place of the meeting, to the chair of the meeting or to a
      person designated by the chair of the meeting, immediately preceding the
      commencement of the meeting.                                                                                                 

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

12.11Validity of Proxy Vote

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

|(1) | at the registered office of the Company, at any time up
      to and including the last business day before the day set for the holding
      of the meeting at which the proxy is to be used; or
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                  
|(2) | by the chair of the meeting, before the vote is
    taken.                                                                                                                                       

---

- 15 -

12.12Form of Proxy

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

[name of company](the Company)

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

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

Signed [month, day, year]

__________________________________________________[Signature
of shareholder]

__________________________________________________[Name of
shareholderprinted]

12.1  3Revocation of Proxy

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

|(1) | received at the registered office of the Company at any
      time up to and including the last business day before the day set for the
      holding of the meeting at which the proxy is to be used; or
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                          
|(2) | provided, at the meeting, to the chair of the
    meeting.                                                                                                                                               

12.14Revocation of Proxy Must Be
Signed

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

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

12.15Production 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. The acceptance or rejection of any proxy, or appointment
of a representative by a corporate shareholder, made by the chairman in good
faith is final and conclusive.

13.Directors

13.1Number of
Directors

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

---

- 16 -

|(1) | if the Company is a public company, the greater of three
      and the most recently set of:         
|--- | -----------------------------------------------------------------------------------------------------
|    |                                                                                                      
|    | (a)                                                                                                  
|    |                                                                                                      
|    | (b)                                                                                                  
|    |                                                                                                      
|(2) | if the Company is or becomes a company which is not a
      public company, the most recently set of:
|    |                                                                                                      
|    | (a)                                                                                                  
|    |                                                                                                      
|    | (b)                                                                                                  

13.2Change in Number
of Directors

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

|(1) | the shareholders may elect or appoint the directors
      needed to fill any vacancies in the board of directors up to that number;
      or                                                                                                                                                                                                                   
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                
|(2) | except in the case of the number of directors being set
      under Article 13.1(1)(a) 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 directors to fill those
vacancies.

13.3Directors Acts
Valid Despite Vacancy

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

13.4Qualifications of
Directors

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

13.5Remuneration of
Directors

The directors are entitled to the remuneration for acting as
directors, if any, as the directors may from time to time by resolution
determine or, at the option of the directors, as may be fixed by ordinary
resolution. That remuneration may be in addition to any salary or other
remuneration paid to any officer or employee of the Company, as such, who is
also a director.

13.6Reimbursement of
Expenses of Directors

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

13.7Special
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.

---

- 17 -

13.8Gratuity, Pension
or Allowance on Retirement of Director

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

14.Election and Removal of Directors

14.1Election at
Annual General Meeting

|(1) | At each annual general meeting of the Company all the
      directors whose term of office expire at such annual general meeting shall
      cease to hold office immediately before the election of directors at such
      annual general meeting and the shareholders entitled to vote thereat shall
      elect to the board of directors, directors as otherwise permitted by any
      securities legislation in any province or territory of Canada or in the
      federal jurisdiction of the United States or in any states of the United
      States that is applicable to the Company and all regulations and rules
      made and promulgated under that legislation and all administrative policy
      statements, blanket orders and rulings, notices and other administrative
      directions issued by securities commissions or similar authorities
      appointed under that legislation as set out below. A retiring director
      shall be eligible for re-election;
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(2) | Each director may be elected for a term of office of one
      or more years of office as may be specified by ordinary resolution at the
      time he is elected. In the absence of any such ordinary resolution, a
      directors term of office shall be one year of office. No director shall
      be elected for a term of office exceeding five years of office. The
      shareholders may, by resolution of not less than 3⁄4 of the votes cast on
      the resolution, vary the term of office of any director; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(3) | A director elected or appointed to fill a vacancy shall
      be elected or appointed for a term expiring immediately before the
      election of directors at the annual general meeting of the Company when
      the term of the director whose position he is filling would
  expire.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

14.2Consent to be a
Director

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

|(1) | that individual consents to be a director in the manner
      provided for in the Business Corporations Act;                                                                
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                             
|(2) | that individual is elected or appointed at a meeting at
      which the individual is present and the individual does not refuse, at the
      meeting, to be a director; or
|    |                                                                                                                                                                             
|(3) | with respect to first directors, the designation is
      otherwise valid under the Business Corporations
  Act.                                                            

14.3Failure to Elect
or Appoint Directors

If:

|(1) | the Company fails to hold an annual general meeting, and
      all the shareholders who are entitled to vote at an annual general meeting
      fail to pass the unanimous resolution contemplated by Article 10.2, on or
      before the date by which the annual general meeting is required to be held
      under the Business Corporations Act; or
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                         
|(2) | the shareholders fail, at the annual general meeting or
      in the unanimous resolution contemplated by Article 10.2, to elect or
      appoint any directors;                                                                                                                                                                                        

---

- 18 -

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

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

14.4Places 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.

14.5Directors May
Fill Casual Vacancies

Any casual vacancy occurring in the board of directors may be
filled by the directors, but a vacancy created by an increase in the number of
directors pursuant to a resolution of the directors in accordance with Article
13.1(1)(a) is not a casual vacancy.

14.6Remaining
Directors Power to Act

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

14.7Shareholders 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, and
the directors do not act to appoint additional directors pursuant to Article
14.6, the shareholders may elect or appoint directors to fill any vacancies on
the board of directors.

14.8Additional
Directors

Notwithstanding Articles 13.1 and 13.2, between annual general
meetings or unanimous resolutions contemplated by Article 10.2, the directors
may appoint one or more additional directors, but the number of additional
directors appointed under this Article 14.8 must not at any time exceed
one-third of the number of the current directors who were elected or appointed
as directors other than under this Article 14.8. Any director so appointed
ceases to hold office immediately before the next election or appointment of
directors under Article 14.1(1), but is eligible for reelection or
re-appointment.

14.9Ceasing to be a
Director

A director ceases to be a director when:

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

---

- 19 -

|(4) | the director is removed from office pursuant to Articles
      14.10 or 14.11.
|--- | ------------------------------------------------------------------------------

14.10Removal of Director by
Shareholders

The shareholders may remove any director before the expiration
of his or her term of office by a resolution of not less than three quarters
(3/4) of the votes cast on such resolution. In that event, the shareholders may
elect, by ordinary resolution, a director to fill the resulting vacancy. If the
shareholders do not elect a director to fill the resulting vacancy
contemporaneously with the removal, then the directors may subsequently appoint
or, if the directors do not do so, the shareholders may elect by ordinary
resolution, a director to fill that vacancy.

14.11Removal of Director by
Directors

The directors may, by resolution, remove any director before
the expiration of his or her term of office if:

|(1) | the director is convicted of an indictable offence,
    or                                                                  
|--- | ----------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                             
|(2) | the director ceases, for any reason, to be qualified to
      act as a director of a company and does not promptly
  resign,

and the directors may appoint a director to fill the resulting
vacancy.

15.Alternate Directors

15.1Appointment 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 pursuant to the Business Corporations Act 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. Every alternate director shall have a
direct and personal duty to the Company arising from his alternate directorship,
independent of the duties of the director who appointed him.

15.2Notice of
Meetings

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

15.3Alternate for
More Than One Director Attending Meetings

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

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

---

- 20 -

|(4) | has a separate vote at a meeting of a committee of
      directors for each of his or her appointors who is a member of that
      committee and, in the case of an appointee who is also a member of that
      committee as a director, an additional vote in that
  capacity.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

15.4Consent
Resolutions

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

15.5Alternate
Director Not an Agent

Every alternate director is deemed not to be the agent of his
or her appointor and shall be deemed not to have any conflict arising out of any
interest, property or office held by the appointor. An alternate director shall
be deemed to be a director for all purposes of these Articles, with full power
to act as a director, subject to any limitations in the instrument appointing
him, and an alternate director shall be entitled to all of the indemnities and
similar protections afforded directors by the Business Corporations Act
and under these Articles. A director shall have no liability arising out of any
act or omission by his alternate director to which the appointor was not a
party, nor shall an alternate director have liability for any such act or
omission by the appointor. Without limiting the foregoing, no duty to account to
the Company shall be imposed upon an alternate director merely because he voted
in respect of a contract or transaction in which the appointor was interested or
which the appointor failed to disclose, nor shall any such duty be imposed upon
an appointor merely because he voted in respect of a contract or transaction in
which his alternate director was interested or which such alternate director
failed to disclose.

15.6Revocation of
Appointment of Alternate Director

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

15.7Ceasing to be an
Alternate Director

The appointment of an alternate director ceases when:

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

15.8Remuneration and
Expenses of Alternate Director

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

16.Powers
and Duties of Directors

16.1Powers 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.

---

- 21 -

16.2Appointment of
Attorney of Company

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

16.3Remuneration of
Auditor

Unless the shareholders, by ordinary resolution, determine the
remuneration of the auditor of the Company, the directors shall set the
remuneration of the auditor of the Company.

17.Disclosure of Interest of Directors

17.1Obligation to
Account for Profits

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

17.2Restrictions on
Voting by Reason of Interest

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

17.3Interested
Director Counted in Quorum

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

17.4Disclosure of
Conflict of Interest or Property

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

17.5Director 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.

---

- 22 -

17.6No
Disqualification

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

17.7Professional
Services by Director or Officer

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

17.8Director 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.

18.Proceedings
of Directors

18.1Meetings of
Directors

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

18.2Voting at
Meetings

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

18.3Chair of Meetings

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

|(1) | the chair of the board, if any;                                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                              
|(2) | if there is no chair of the board or in the absence of
      the chair of the board, the chief executive officer, if any, if the chief
      executive officer is a director;
|    |                                                                                                                                                                              
|(3) | if there is no chief executive officer or in the absence
      of the chief executive officer, the president, if any, if the president is
      a director; or               
|    |                                                                                                                                                                              
|(4) | any other director chosen by the directors (in such
      manner as they may determine) if:                                                                                  
|    |                                                                                                                                                                              
|    | (a)                                                                                                                                                                          
|    |                                                                                                                                                                              
|    | (b)                                                                                                                                                                          

---

- 23 -

|(c) | all of the chair of the board, the chief executive
      officer (if any and if a director) and the president (if any and if a
      director), have advised the secretary, if any, any other director or the
      lawyer for the Company, that they will not be present at the
    meeting.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

18.4Meetings by
Telephone or Other Communications Medium

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

|(1) | in person;                                                                                                                                                                                                                                                                                                               
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                          
|(2) | by telephone if all directors participating in the
      meeting, whether in person or by telephone, are able to communicate with
      each other; or                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                          
|(3) | by a communications medium other than telephone if all
      directors participating in the meeting, whether in person or by telephone
      or other communications medium, are able to communicate with each other
      and if all directors who wish to participate in the meeting agree to such
      participation.

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

18.5Calling of
Meetings

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

18.6Notice of
Meetings

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

18.7When Notice Not
Required

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

|(1) | the meeting is to be held immediately following a meeting
      of shareholders at which that director was elected or appointed, or is the
      meeting of the directors at which that director is appointed;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                               
|(2) | the director or alternate director, as the case may be,
      has waived notice of the meeting; or                                                                                                            
|    |                                                                                                                                                                                                               
|(3) | the director or alternate director, as the case may be,
      is not, at the time, in the province of British
Columbia.                                                                                       

18.8Meeting Valid
Despite Failure to Give Notice

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

18.9Waiver 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.

---

- 24 -

18.10Quorum

The quorum necessary for the transaction of the business of the
directors may be set by the directors and:

|(1) | if not so set, is deemed to be set at two of the
      directors then in office or, if the number of directors then in office is
      not an even number, then is deemed to be set at a majority of the
      directors then in office; or
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                            
|(2) | if the number of directors is set at one, is deemed to be
      set at one director, and that director may constitute a
  meeting.                                                                                                         

18.11Validity of Acts Where
Appointment Defective

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

18.12Consent Resolutions in
Writing

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

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

19.Executive and Other Committees

19.1Appointment 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:

|(1) | the power to fill vacancies in the board of
    directors;                                                   
|--- | -------------------------------------------------------------------------------------------------------------
|    |                                                                                                              
|(2) | the power to remove a director;                                                                              
|    |                                                                                                              
|(3) | the power to change the membership of, or fill vacancies
      in, any committee of the directors; and       
|    |                                                                                                              
|(4) | such other powers, if any, as may be set out in the
      resolution or any subsequent directors
resolution.

---

- 25 -

19.2Appointment and
Powers of Other Committees

The directors may, by resolution:

|(1) | appoint one or more committees (other than the executive
      committee) consisting of the director or directors that they consider
      appropriate;  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                          
|(2) | delegate to a committee appointed under paragraph (1) any
      of the directors powers, except:                                                        
|    |                                                                                                                                                          
|    | (a)                                                                                                                                                      
|    |                                                                                                                                                          
|    | (b)                                                                                                                                                      
|    |                                                                                                                                                          
|    | (c)                                                                                                                                                      
|    |                                                                                                                                                          
|    | (d)                                                                                                                                                      
|    |                                                                                                                                                          
|(3) | make any delegation referred to in paragraph (2) subject
      to the conditions set out in the resolution or any subsequent directors
      resolution.

19.3Obligations of
Committees

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

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

19.4Powers of Board

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

|(1) | revoke or alter the authority given to the committee, or
      override a decision made by the committee, except as to acts done before
      such revocation, alteration or overriding;
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                         
|(2) | terminate the appointment of, or change the membership
      of, the committee; and                                                                                                     
|    |                                                                                                                                                                                         
|(3) | fill vacancies in the committee.                                                                                                                                                        

19.5Committee
Meetings

Subject to Article 19.3(1) and unless the directors otherwise
provide in the resolution appointing the committee or in any subsequent
resolution, with respect to a committee appointed under Articles 19.1 or 19.2:

|(1) | the committee may meet and adjourn as it thinks
      proper;                                                                                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                       
|(2) | the committee may elect a chair of its meetings but, if
      no chair of a meeting is elected, or if at a meeting the chair of the
      meeting is not present within 15 minutes after the time set for holding
      the meeting, the directors present who are members of the committee may
      choose one of their number to chair the meeting;
|    |                                                                                                                                                                                                                                                                                                                                                       
|(3) | a majority of the members of the committee constitutes a
      quorum of the committee; and                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                       
|(4) | questions arising at any meeting of the committee are
      determined by a majority of votes of the members present, and in case of
      an equality of votes, the chair of the meeting has a second or casting
      vote.                                                                                                                         

---

- 26 -

20.Officers

20.1Directors May
Appoint Officers

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

20.2Functions, Duties
and Powers of Officers

The directors may, for each officer:

|(1) | determine the functions and duties of the
  officer;                                                                                                                                                                                                                      
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                           
|(2) | entrust to and confer on the officer any of the powers
      exercisable by the directors on such terms and conditions and with such
      restrictions as the directors think fit (except for those powers referred
      to in paragraphs (1)  (4) of Article 19.1; and
|    |                                                                                                                                                                                                                                                                           
|(3) | revoke, withdraw, alter or vary all or any of the
      functions, duties and powers of the officer.                                                                                                                                                                      

20.3Qualifications

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

20.4Remuneration 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.

21.Indemnification

21.1Definitions

In this Article 21:

|(1) | eligible penalty means a judgment, penalty or fine
      awarded or imposed in, or an amount paid in settlement of, an eligible
      proceeding;                                                                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(2) | eligible proceeding means a legal proceeding or
      investigative action, whether current, threatened, pending or completed,
      in which a director, former director or alternate director of the Company
      (an eligible party) or any of the heirs and legal personal
      representatives of the eligible party, by reason of the eligible party
      being or having been a director or alternate director of the
    Company:
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(3) | expenses has the meaning set out in the Business
      Corporations Act.                                                                                                                                                                                                                                                                                                                                                                      

---

- 27 -

21.2Mandatory
Indemnification of Directors and Former Directors

Subject to the Business Corporations Act, the Company
must indemnify a director, former director, alternate director, officer or
former officer of the Company or of any affiliate 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, alternate
director and officer of the Company or of any affiliate of the Company is deemed
to have contracted with the Company on the terms of the indemnity contained in
this Article 21.2.

21.3Indemnification
of Other Persons

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

21.4Non-Compliance
  withBusiness Corporations Act

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

21.5Company May
Purchase Insurance

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

|(1) | is or was a director, alternate director, officer,
      employee or agent of the Company;                                                                                                                  
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                             
|(2) | is or was a director, alternate director, officer,
      employee or agent of a corporation at a time when the corporation is or
      was an affiliate of the Company;                                     
|    |                                                                                                                                                                                                             
|(3) | at the request of the Company, is or was a director,
      alternate director, officer, employee or agent of a corporation or of a
      partnership, trust, joint venture or other unincorporated
entity;  
|    |                                                                                                                                                                                                             
|(4) | at the request of the Company, holds or held a position
      equivalent to that of a director, alternate director or officer of a
      partnership, trust, joint venture or other unincorporated
  entity;

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

22.Dividends

22.1Payment of
Dividends Subject to Special Rights

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

22.2Declaration of
Dividends

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

22.3No Notice
Required

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

---

- 28 -

22.4Record 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 the day on
which the directors pass the resolution declaring the dividend.

22.5Manner of Paying
Dividend

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

22.6Settlement of
Difficulties

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

|(1) | set the value for distribution of specific
  assets;                                                                                                                                                                                                                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                      
|(2) | determine that cash payments in substitution for all or
      any part of the specific assets to which any shareholders are entitled may
      be made to any shareholders on the basis of the value so fixed in order to
      adjust the rights of all parties; and
|    |                                                                                                                                                                                                                                                                      
|(3) | vest any such specific assets in trustees for the persons
      entitled to the dividend.                                                                                                                                                                            

22.7When Dividend
Payable

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

22.8Dividends to be
Paid in Accordance with Number of Shares

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

22.9Receipt by Joint
Shareholders

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

22.10Dividend Bears No Interest

No dividend bears interest against the Company.

22.11Fractional 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.

22.12Payment 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.

---

- 29 -

22.13Capitalization 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.

23.Documents, Records and Reports

23.1Recording of
Financial Affairs

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

23.2Inspection of
Accounting Records

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

24.Notices

24.1Method of Giving
Notice

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

|(1) | mail addressed to the person at the applicable address
      for that person as follows:                                                           
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                    
|    | (a)                                                                                                                                                
|    |                                                                                                                                                    
|    | (b)                                                                                                                                                
|    |                                                                                                                                                    
|    | (c)                                                                                                                                                
|    |                                                                                                                                                    
|(2) | delivery at the applicable address for that person as
      follows, addressed to the person:                                                      
|    |                                                                                                                                                    
|    | (a)                                                                                                                                                
|    |                                                                                                                                                    
|    | (b)                                                                                                                                                
|    |                                                                                                                                                    
|    | (c)                                                                                                                                                
|    |                                                                                                                                                    
|(3) | sending the record by fax to the fax number provided by
      the intended recipient for the sending of that record or records of that
      class;

---

- 30 -

|(4) | sending the record by email to the email address provided
      by the intended recipient for the sending of that record or records of
      that class;                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(5) | physical delivery to the intended recipient; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(6) | as otherwise permitted by any securities legislation in
      any province or territory of Canada or in the federal jurisdiction of the
      United States or in any states of the United States that is applicable to
      the Company and all regulations and rules made and promulgated under that
      legislation and all administrative policy statements, blanket orders and
      rulings, notices and other administrative directions issued by securities
      commissions or similar authorities appointed under that
  legislation.

24.2Deemed Receipt of
Mailing

.A notice, statement, report or other record that is:

|(1) | 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;
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                              
|(2) | faxed to a person to the fax number provided by that
      person referred to in Article 24.1 is deemed to be received by the person
      to whom it was faxed on the day it was faxed; and                                                                                 
|    |                                                                                                                                                                                                                                                                              
|(3) | emailed to a person to the email address provided by that
      person referred to in Article 24.1 is deemed to be received by the person
      to whom it was emailed on the day it was emailed.                                                                            

24.3Certificate of
Sending

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

24.4Notice to Joint
Shareholders

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

24.5Notice to
Trustees

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

|(1) | mailing the record, addressed to them:                                                                                                                                                                                           
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                  
|    | (a)                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                  
|    | (b)                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                  
|(2) | if an address referred to in paragraph (1)(b) has not
      been supplied to the Company, by giving the notice in a manner in which it
      might have been given if the death, bankruptcy or incapacity had not
      occurred.

---

- 31 -

24.6Undelivered
Notices

If on two consecutive occasions, a notice, statement, report or
other record is sent to a shareholder pursuant to Article 24.1 and on each of
those occasions any such record is returned because the shareholder cannot be
located, the Company shall not be required to send any further records to the
shareholder until the shareholder informs the Company in writing of his or her
new address.

25.Seal

25.1Who May Attest
Seal

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

|(1) | any two directors;                                                                                         
|--- | -----------------------------------------------------------------------------------------------------------
|    |                                                                                                            
|(2) | any officer, together with any director;                                                                   
|    |                                                                                                            
|(3) | any two officers;                                                                                          
|    |                                                                                                            
|(4) | if the Company only has one director, that director;
      or                                              
|    |                                                                                                            
|(5) | any one or more directors or officers or persons as may
      be determined by the directors by resolution.

25.2Sealing Copies

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

25.3Mechanical
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.

---