BY-LAW
NO. 1
  a by-law
relating generally to the transaction of the business and affairs
of
 HELIX
BIOPHARMA CORP.
 (the
“Corporation”)
  TABLE OF
CONTENTS
   Page
      #1ARTICLE
      1 DEFINITIONS AND PRINCIPLES OF
      INTERPRETATION.................................................................................................................................................................................
              11.1        Definitions............................................................................................................................................................................................................................................................................
              11.2        Interpretation.......................................................................................................................................................................................................................................................................2ARTICLE 2 GENERAL
      BUSINESS................................................................................................................................................................................................................................................
              22.1        Registered
      Office.................................................................................................................................................................................................................................................................
              22.2        Seal........................................................................................................................................................................................................................................................................................
              22.3        Financial
      Year......................................................................................................................................................................................................................................................................
              22.4        Execution of
      Instruments...................................................................................................................................................................................................................................................
              22.5  Execution in
      Counterpart, by Facsimile, and by Electronic
                Signature..............................................................................................................................................................................................................................................................................
              22.6        Voting Rights in Other Bodies
      Corporate.......................................................................................................................................................................................................................
              22.7        Banking
      Arrangements......................................................................................................................................................................................................................................................
              3ARTICLE 3
      BORROWING.............................................................................................................................................................................................................................................................
              33.1        Borrowing............................................................................................................................................................................................................................................................................
              33.2        Delegation...........................................................................................................................................................................................................................................................................
              3ARTICLE 4
      DIRECTORS................................................................................................................................................................................................................................................................
              34.1        Duties of
      Directors.............................................................................................................................................................................................................................................................
              34.2        Qualification........................................................................................................................................................................................................................................................................
              34.3        Eligibility Requirements at
      Meetings...............................................................................................................................................................................................................................
              44.4        Quorum.................................................................................................................................................................................................................................................................................
              44.5        Calling of
      Meetings............................................................................................................................................................................................................................................................
              44.6        Notice of
      Meetings.............................................................................................................................................................................................................................................................
              44.7        First Meeting of New
      Board..............................................................................................................................................................................................................................................
              54.8        Chairperson and
      Secretary................................................................................................................................................................................................................................................
              54.9        Votes to
      Govern..................................................................................................................................................................................................................................................................
              54.10      Participation by Telephonic,
      Electronic or other Communication
                Facility.................................................................................................................................................................................................................................................................................
              54.11      Electronic
      Voting................................................................................................................................................................................................................................................................
              54.12      Conflict of
      Interest..............................................................................................................................................................................................................................................................
              5ARTICLE 5
      COMMITTEES...........................................................................................................................................................................................................................................................
              65.1        Audit
      Committee.................................................................................................................................................................................................................................................................
              65.2        Other
      Committees...............................................................................................................................................................................................................................................................
              65.3        Procedure.............................................................................................................................................................................................................................................................................
              6ARTICLE 6
      OFFICERS....................................................................................................................................................................................................................................................................
              66.1        Appointment of
      Officers....................................................................................................................................................................................................................................................
              6    
   6ARTICLE 7 PROTECTION
      OF DIRECTORS AND
      OFFICERS...................................................................................................................................................................................................
              67.1        Limitation of
      Liability............................................................................................................................................................................................................................................................
              77.2        Indemnity of Directors and
      Officers...................................................................................................................................................................................................................................
              87.3        Indemnification of
      Others....................................................................................................................................................................................................................................................
              87.4        Insurance................................................................................................................................................................................................................................................................................
              87.5        Indemnities Not
      Exclusive...................................................................................................................................................................................................................................................8ARTICLE 8 MEETINGS
      OF
      SHAREHOLDERS.............................................................................................................................................................................................................................
              88.1        Annual
      Meetings..................................................................................................................................................................................................................................................................
              88.2        Place of
      Meetings.................................................................................................................................................................................................................................................................
              98.3        Notice of
      Meetings...............................................................................................................................................................................................................................................................
              98.4        Participation in Meeting by
      Electronic
      Means.................................................................................................................................................................................................................
              98.5        Electronic
      Meetings..............................................................................................................................................................................................................................................................
              98.6        Chairperson and
      Secretary..................................................................................................................................................................................................................................................
              98.7        Persons Entitled to be
      Present............................................................................................................................................................................................................................................
              98.8        Quorum...................................................................................................................................................................................................................................................................................
              108.9        Shareholder
      Representatives..............................................................................................................................................................................................................................................
              108.10      Time for Deposit of
      Proxies.................................................................................................................................................................................................................................................
              108.11      Voting.....................................................................................................................................................................................................................................................................................
              108.12      Ballots.....................................................................................................................................................................................................................................................................................
              108.13      Electronic
      Voting...................................................................................................................................................................................................................................................................
              108.14      Casting
      Vote...........................................................................................................................................................................................................................................................................
              11ARTICLE 9
      SHARES..........................................................................................................................................................................................................................................................................
              119.1        Issuance..................................................................................................................................................................................................................................................................................
              119.2        Securities
      Records.................................................................................................................................................................................................................................................................
              119.3        Transfer Agents and
      Registrars..........................................................................................................................................................................................................................................
              129.4        Non-recognition of
      Trusts...................................................................................................................................................................................................................................................
              129.5        Security
      Certificates..............................................................................................................................................................................................................................................................
              12ARTICLE 10 DIVIDENDS
      AND
      RIGHTS........................................................................................................................................................................................................................................
              1210.1      Dividends................................................................................................................................................................................................................................................................................
              1210.2      Dividend
      Cheques.................................................................................................................................................................................................................................................................
              1210.3      Non-receipt of
      Cheques.......................................................................................................................................................................................................................................................
              1310.4      Unclaimed
      Dividends...........................................................................................................................................................................................................................................................
              13ARTICLE 11
      MISCELLANEOUS.....................................................................................................................................................................................................................................................
              1311.1      Timing of Delivery of
      Notices..............................................................................................................................................................................................................................................
              1311.2      Waiver of
      Notice....................................................................................................................................................................................................................................................................
              1311.3      Omissions and
      Errors............................................................................................................................................................................................................................................................
              1411.4      Invalidity.................................................................................................................................................................................................................................................................................
              1411.5      Effective
      Date.........................................................................................................................................................................................................................................................................
              1411.6      Repeal......................................................................................................................................................................................................................................................................................
              14
      
  BY-LAW
NO. 1
   a by-law
relating generally to the transaction of the business and affairs
of
 HELIX
BIOPHARMA CORP.
 (the
“Corporation”)
  ARTICLE
1
 DEFINITIONS
AND PRINCIPLES OF INTERPRETATION
  
  1.1
              Definitions
  In this
by-law and all other by-laws of the Corporation:
  (a)
              “the
      Act” means the Canada
      Business Corporations Act or any statute which may be substituted
      therefor, including the regulations thereunder, as amended from time to
      time;
  (b)
              “articles”
      means the articles of the Corporation, as defined in the Act, and includes
      any amendments thereto;
  (c)
              “board”
      means the board of directors of the
Corporation;
  (d)
              “by-laws”
      means the by-laws of the Corporation in force as amended or restated from
      time to time;
  (e)
              “director”
      means a director of the Corporation as defined in the
  Act;
  (f)
              “meeting
      of shareholders” means an annual meeting of shareholders or a special
      meeting of shareholders;
  (g)
              “non-business
      day” means Saturday, Sunday and any other day that is a holiday as defined
      in the Interpretation
      Act (Canada);
  (h)
              “officer”
      means an officer of the Corporation as defined in the Act;
    and
  (i)
              “person”
      includes an individual, partnership, association, body corporate, trustee,
      executor, administrator or legal
representative.
  1.2
              Interpretation
  In this
by-law and all other by-laws of the Corporation:
  (a)
              words
      importing the singular include the plural and vice-versa; and words
      importing gender include all genders;
and
  (b)
              all
      words used in this by-law and defined in the Act shall have the meanings
      given to such words in the Act or in the related Parts
      thereof.
    
  ARTICLE
2
 GENERAL
BUSINESS
  2.1
              Registered
      Office
  The
registered office of the Corporation shall be in the province within Canada
specified in the articles and at such place and address therein as the board may
from time to time determine.
  2.2
              Seal
  The
Corporation may have a seal which shall be adopted and may be changed by the
board.
  2.3
              Financial
      Year
  The
financial year end of the Corporation shall be as determined by the
board.
  2.4
              Execution
      of Instruments
  Deeds,
transfers, assignments, contracts, obligations, certificates and other
instruments shall be signed on behalf of the Corporation by any two directors or
officers or as otherwise directed by the board.
  Notwithstanding
the foregoing, any officer or director may sign certificates and similar
instruments (other than share certificates) on the Corporation’s behalf with
respect to any factual matters relating to the Corporation’s business and
affairs, including certificates verifying copies of the articles, by-laws,
resolutions and minutes of meetings of the Corporation.
  2.5
              Execution
      in Counterpart, by Facsimile, and by Electronic
  Signature
  (a)
              Subject
      to the Act, any instrument or document required or permitted to be
      executed by one or more persons on behalf of the Corporation may be signed
      by means of secure electronic signature (as defined in the Act) or
      facsimile;
  (b)
              Any
      instrument or document required or permitted to be executed by one or more
      persons may be executed in separate counterparts, each of which when duly
      executed by one or more of such persons shall be an original and all such
      counterparts together shall constitute one and the same such instrument or
      document;
  (c)
              Subject
      to the Act, wherever a notice, document or other information is required
      under the Act or the by-laws to be created or provided in writing, that
      requirement may be satisfied by the creation and/or provision of an
      electronic document.
  Notwithstanding
the foregoing, the board may from time to time direct the manner in which and
the person or persons by whom any particular instrument or class of instruments
may or shall be signed.
  2.6
              Voting
      Rights in Other Bodies Corporate
  Any
officer or director may execute and deliver proxies and take any other steps as
in the officer’s or director’s opinion may be necessary or desirable to permit
the exercise on behalf of the Corporation of voting rights attaching to any
securities held by the Corporation.  In addition, the board may from
time to time direct the manner in which and the persons by whom any particular
voting rights or class of voting rights may or shall be exercised.
   2
   2.7
              Banking
      Arrangements
  The
banking business of the Corporation, or any part or division of the Corporation,
shall be transacted with such bank, trust company or other firm or body
corporate as the board may designate, appoint or authorize from time to time and
all such banking business, or any part thereof, shall be transacted on the
Corporation’s behalf by such one or more officers or other persons as the board
may designate, direct or authorize from time to time and to the extent thereby
provided.
  ARTICLE
3
 BORROWING
  3.1
              Borrowing
  Without
limit to the powers of the board as provided in the Act, the board may from time
to time on behalf of the Corporation:
  (a)
              borrow
      money upon the credit of the
Corporation;
  (b)
              issue,
      reissue, sell or pledge debt obligations of the
    Corporation;
  (c)
              to
      the extent permitted by the Act, give, directly or indirectly, financial
      assistance to any person by means of a loan, a guarantee to secure the
      performance of an obligation or otherwise;
and
  (d)
              mortgage,
      hypothecate, pledge or otherwise create a security interest in all or any
      property of the Corporation, owned or subsequently acquired, to secure any
      obligation of the Corporation.
  3.2
              Delegation
  Subject
to the Act, the board may from time to time delegate to a director, a committee
of directors, an officer or such other person or persons so designated by the
board all or any of the powers conferred on the board by section 3.1 or by the
Act to such extent and in such manner as the board shall determine at the time
of each such delegation.
  ARTICLE
4
 DIRECTORS
  4.1
              Duties
      of Directors
  The board
shall manageor
supervise the management of the business and affairs of the
Corporation.
  4.2
              Election
      and Term
  The
election of directors shall take place at each annual meeting of shareholders
and all the directors then in office shall retire but, if qualified, shall be
eligible for re-election.  Where the shareholders adopt an amendment
to the Articles to increase the number or minimum number of directors, the
shareholders may, at the meeting at which they adopt the amendment, elect the
additional number of directors authorized by the amendment.  The
election shall be by resolution.  If an election of directors is not
held at the proper time, the incumbent directors shall continue in office until
their successors are elected.
   3
 
 4.3
              Qualification
  At least
twenty-five per cent (25%) of the directors of the Corporation must be resident
Canadians.  However, if the Corporation has less than four directors,
at least one director must be a resident Canadian.
  4.4
              Eligibility
      Requirements at Meetings
  The board
shall not transact business at a meeting, other than filling a vacancy in the
board, unless at least twenty-five percent of the directors present are resident
Canadians, or, if the Corporation has less than four directors, at least one of
the directors present is a resident Canadian, except where
  (a)
              a
      resident Canadian director who is unable to be present approves in writing
      or by telephone or other communications facilities the business transacted
      at the meeting; and
  (b)
              the
      required number of resident Canadian directors would have been present had
      that director been present at the
meeting.
  4.5
              Quorum
  A
majority of the number of directors electedfrom time to time or, in
the event that there are less than four directors, one director shall constitute
a quorum for the transaction of business at any meeting of the board.
Notwithstanding vacancies, a quorum of directors may exercise all of the powers
of the board.
  4.6
              Calling
      of Meetings
  Meetings
of the board shall be held from time to time at the registered office of the
Corporation or at any other place within or outside Canada, on such day and at
such time as the board, the chairperson of the board, the president or any two
directors may determine.
  4.7
              Notice
      of Meetings
  Notice of
the time and place of each meeting of the board shall be given to each director
not less than 48 hours
before the time when the meeting is to be held and need not be in
writing.  A notice of meeting need not specify the purpose of or the
business to be transacted at the meeting except where the Act requires such
purpose or business to be specified, including, if required by the Act, any
proposal to:
  (a)
              submit
      to the shareholders any question or matter requiring the approval of the
      shareholders;
  (b)
              fill
      a vacancy among the directors or in the office of auditor, or appoint
      additional directors;
  (c)
              issue
      securities;
  (d)
              issue
      shares of a series under section 27 of the
Act;
  (e)
              declare
      dividends;
  (f)
              purchase,
      redeem or otherwise acquire shares issued by the
    Corporation;
  (g)
              pay
      a commission referred to in section 41 of the
  Act;
  (h)
              approve
      a management proxy circular referred to in Part XIII of the
      Act;
   4
   (i)
              approve
      a take-over bid circular or directors’ circular referred to in Part XVII
      of the Act;
  (j)
              approve
      any financial statements referred to in section 155 of the Act;
      or
  (k)
              adopt,
      amend or repeal by-laws.
  4.8
              First
      Meeting of New Board
  Provided
a quorum of directors is present, each newly elected board may without notice
hold its first meeting following the meeting of shareholders at which such board
is elected.
  4.9
              Chairperson
      and Secretary
  The
chairperson of the board or, in the chairperson’s absence, the president or, in
the president’s absence, a vice-president shall be chairperson of any meeting of
the board.  If none of these officers are present, the directors
present shall choose one of their number to be chairperson.  The
secretary of the Corporation shall act as secretary at any meeting of the board
and, if the secretary of the Corporation is absent, the chairperson of the
meeting shall appoint a person who need not be a director to act as secretary of
the meeting.
  4.10
              Votes
      to Govern
  At all
meetings of the board any question shall be decided by a majority of the votes
cast on the question and in the case of an equality of votes the chairperson of
the meeting shall not be entitled to a second or casting vote.  Any
question at a meeting of the board shall be decided by a show of hands unless a
ballot is required or demanded.
  4.11
              Participation
      by Telephonic, Electronic or other Communication
  Facility
  Subject
to the Act, if all of the directors of the Corporation consent, a director may
participate in a meeting of directors or of a committee of directors by means of
a telephonic, electronic or other communication facility that permits all
participants to communicate adequately with each other during the meeting. A
director’s consent shall be effective whether given before or after the meeting
to which it relates and may be given with respect to all meetings of the board
held while the director holds office.A
director participating in a meeting by such means shall be deemed to be present
at that meeting.
  4.12
              Electronic
      Voting
  Subject
to the Act, a director participating in a meeting by telephonic, electronic or
other communication facility in accordance with section 4.9 may vote by means of
such facility.
  4.13
              Conflict
      of Interest
  A
director or officer of the Corporation who is a party to a material transaction
or material contract, or proposed material transaction or material contract with
the Corporation, is a director or an officer of, or acts in a capacity similar
to a director or officer of, or has a material interest in any person who is a
party to a material transaction or material contract or proposed material
transaction or material contract with the Corporation shall disclose the nature
and extent of his interest at the time and in the manner provided in the
Act.  Except as provided in the Act, no such director of the
Corporation shall vote on any resolution to approve any
transaction.  If a material transaction or material contract is made
between the Corporation and one or more of its directors or officers, or between
the Corporation and another person of which a
 
 
 5
 
 
 director
or officer of the Corporation is a director or officer or in which he has a
material interest, the transaction is neither void nor voidable by reason only
of that relationship, or by reason only that a director with an interest in the
transaction or contract is present at or is counted to determine the presence of
a quorum at a meeting of directors or committee of directors that authorized the
transaction, if the director or officer disclosed his interest in accordance
with the provisions of the Act and the transaction or contract was approved by
the directors or the shareholders and it was reasonable and fair to the
Corporation at the time it was approved.
  4.14           Agents
and Attorneys
 
 The board
shall have the power, from time to time, to appoint agents or attorneys for the
Corporation in or outside Canada with such powers of management or otherwise
(including the powers to sub-delegate) as may be deemed fit.
 
  ARTICLE
5
 COMMITTEES
  5.1
              Audit
      Committee
  The
directors shall appoint from among their number an audit committee whose
composition and function will conform with applicable law. The audit committee
shall have the functions provided in the Act.
  5.2
              Other
      Committees
  The board
may designate and appoint additional committees of directors and, subject to the
limitations prescribed by the Act, may delegate to such committees any of the
powers of the board.
  5.3
              Procedure
  Subject
to the Act and unless otherwise determined by the board, each committee shall
have the power to fix its quorum at not less than a majority of its members, to
elect its chairperson and to regulate its procedure.
  ARTICLE
6
 OFFICERS
  6.1
              Appointment
      of Officers
  The board
may from time to time designate the offices of the Corporation, appoint persons
to such offices, specify their duties and, subject to any limitations prescribed
in the Act, may delegate to them powers to manage the business and affairs of
the Corporation.
  ARTICLE
7
 PROTECTION
OF DIRECTORS AND OFFICERS
  7.1
              Limitation
      of Liability
  No
director or officer shall be liable for:
   6
   (a)
              the
      acts, receipts, neglects or defaults of any other director, officer,
      employee or agent of the Corporation or any other
  person;
  (b)
              any
      loss, damage or expense happening to the Corporation through the
      insufficiency or deficiency of title to any property acquired by, for, or
      on behalf of the Corporation, or for the insufficiency or deficiency of
      any security in or upon which any of the moneys of the Corporation shall
      be loaned out or invested;
  (c)
              any
      loss or damage arising from the bankruptcy, insolvency or tortious act of
      any person, firm or corporation, including any person, firm or corporation
      with whom any moneys, securities or other assets belonging to the
      Corporation shall be lodged or
deposited;
  (d)
              any
      loss, conversion, misapplication or misappropriation of or any damage
      resulting from any dealings with any moneys, securities or other assets
      belonging to the Corporation;
  (e)
              any
      other loss, damage or misfortune whatever which may happen in the
      execution of the duties of the director’s or officer’s respective office
      or in relation thereto,
  unless
the same shall happen by or through the director’s or officer’s failure to
exercise the powers and to discharge the duties of the director’s or officer’s
office honestly and in good faith with a view to the best interests of the
Corporation, and in connection therewith, to exercise the care, diligence and
skill that a reasonably prudent person would exercise in comparable
circumstances, provided that nothing herein contained shall relieve a director
or officer from the duty to act in accordance with the Act or relieve such
director or officer from liability for a breach of the Act.
  7.2
              Indemnity
      of Directors and Officers
  (a)
              The
      Corporation shall indemnify a director or officer of the Corporation, a
      former director or officer of the Corporation or another individual who
      acts or acted at the Corporation’s request as a director or officer, or an
      individual acting in a similar capacity, of another entity against all
      costs, charges and expenses, including an amount paid to settle an action
      or satisfy a judgment, reasonably incurred by such individual in respect
      of any civil, criminal or administrative, investigative or other
      proceeding in which the individual is involved because of that association
      with the Corporation or other
entity.
  (b)
              The
      Corporation may not indemnify an individual under paragraph (a) unless the
      individual:
  (i)
              acted
      honestly and in good faith with a view to the best interests of the
      Corporation or other entity for which the individual acted as a director
      or officer or in a similar capacity at the Corporation’s request, as the
      case may be; and
  (ii)
              in
      the case of a criminal or administrative action or proceeding that is
      enforced by a monetary penalty, had reasonable grounds for believing that
      his conduct was lawful.
  (c)
              The
      Corporation may advance moneys to such individual for the costs, charges
      and expenses of a proceeding referred to in paragraph (a) provided such
      individual agrees in advance, in writing, to repay the moneys if the
      individual does not fulfill the condition of paragraph
  (b).
  (d)
              If
      required by an individual referred to in paragraph (a), the Corporation
      shall seek the approval of a court to indemnify such individual or advance
      moneys under paragraph (c) in respect of an action by or on behalf of the
      Corporation or other entity to procure a judgment in its favour, to
   7
    (e)
              Notwithstanding
      paragraph (a), an individual referred to in paragraph (a) is entitled to
      indemnity from the Corporation in respect of all costs, charges and
      expenses reasonably incurred by the individual in connection with the
      defence of any civil, criminal, administrative, investigative or other
      proceeding to which the individual is subject because of the individual’s
      association with the Corporation or other entity as described in paragraph
      (a), if the individual seeking
indemnity:
  (i)
              was
      not adjudged by the court or other competent authority to have committed
      any fault or omitted to do anything that the individual ought to have
      done; and
  (ii)
              fulfills
      the conditions set out in paragraph
(b).
  7.3
              Indemnification
      of Others
  Subject
to the Act, the Corporation may indemnify its employees and agents/such persons,
other than those referred to in section 7.2, as the directors may
determine.
  7.4
              Insurance
  The
Corporation may purchase and maintain insurance for the benefit of an individual
referred to in section 7.1 against any liability incurred by such
individual:
  (a)
              in
      the individual’s capacity as a director or officer of the Corporation;
      or
  (b)
              in
      the individual’s capacity as a director or officer, or similar capacity,
      of another entity, if the individual acts or acted in that capacity at the
      Corporation’s request.
  7.5
              Indemnities
      Not Exclusive
  Each of
the provisions of this Article 7 shall be in addition to and not in substitution
for or derogation from any rights to which any person referred to herein may
otherwise be entitled.
  ARTICLE
8
 MEETINGS
OF SHAREHOLDERS
  8.1
              Annual
      Meetings
  Subject
to the Act, the annual meeting of shareholders shall be held on such day and at
such time in each year as the board, or the chairperson of the board, or the
president in the absence of the chairperson of the board, may from time to time
determine, for the purpose of considering the financial statements and reports
required by the Act to be placed before the annual meeting, electing directors,
appointing auditors and for the transaction of such other business as may
properly be brought before the meeting.
  8.2
              Place
      of Meetings
  Subject
to the Act, meetings of shareholders shall be held at such place within Canada
as the directors shall determine or at such place outside Canada as may be
specified in the articlesor agreed to by all of
the shareholders entitled to vote at the meeting.
   8
   8.3
              Notice
      of Meetings
  Notice of
the time and place of each meeting of shareholders shall be sent out
by such minimum period or such maximum period as is prescribed by the Act
or other applicable legislation to each shareholder entitled to vote at the
meeting, to each director and to the auditor of the Corporation.
  8.4
              Participation
      in Meeting by Electronic Means
  Subject
to the Act and the consent of the directors or all of the shareholders entitled
to vote at the meeting, any person entitled to attend a meeting of shareholders
may participate in the meeting by means of a telephonic, electronic or other
communication facility that permits all participants to communicate adequately
with each other during the meeting, if the Corporation makes available such a
communication facility.  A person participating in a meeting by such
means shall be deemed to be present at the meeting.
  8.5
              Electronic
      Meetings
  Subject
to the Act and the consent of the directors or all of the shareholders entitled
to vote at the meeting, if the directors or the shareholders of the Corporation
call a meeting of shareholders pursuant to the Act, those directors or
shareholders, as the case may be, may determine that the meeting shall be held
entirely by means of a telephonic, electronic or other communication facility
that permits all participants to communicate adequately with each other during
the meeting.
  8.6
              Chairperson
      and Secretary
  The
chairperson of the board or, in the chairperson’s absence, the president or, in
the president’s absence, a vice-president shall be chairperson of any meeting of
shareholders.  If none of these officers are present within 15 minutes
after the time appointed for holding the meeting, the persons present and
entitled to vote shall choose a chairperson from amongst themselves.  The
secretary of the Corporation shall act as secretary at any meeting of
shareholders or, if the secretary of the Corporation be absent, the chairperson
of the meeting shall appoint some person, who need not be a shareholder, to act
as secretary of the meeting. If desired, one or more scrutineers, who need not
be shareholders, may be appointed by resolution or by the chairperson with the
consent of the meeting.
  8.7
              Persons
      Entitled to be Present
  The only
persons entitled to be present at a meeting of shareholders shall be those
persons entitled to vote thereat, the directors and auditors of the Corporation
and others who, although not entitled to vote, are entitled or required under
any provision of the Act or the articles or by-laws to be present at the
meeting.  Any other person may be admitted only on the invitation of
the chairperson of the meeting or with the consent of the meeting.
  8.8
              Quorum
  A quorum
of shareholders is present at a meeting of shareholders, if the holders of 10% of the shares entitled to
vote at the meeting are present in person or represented by proxy, provided that
a quorum shall not be less than twopersons.  A quorum
need not be present throughout the meeting provided a quorum is present at the
opening of the meeting.
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   8.9
              Shareholder
      Representatives
  A body
corporate or association which is a shareholder of the Corporation may be
represented at a meeting of shareholders by any individual authorized by a
resolution of its directors or governing body and such individual may exercise
on behalf of the body corporate or association which such individual represents
all the powers it could exercise if it were an individual
shareholder.
  8.10
              Time
      for Deposit of Proxies
  The board
may specify in a notice calling a meeting of shareholders a time, preceding the
time of such meeting by not more than 48 hours, exclusive of non-business days,
before which time proxies to be used at such meeting must be deposited.  A
proxy shall be acted upon only if, prior to the time so specified, it shall have
been deposited with the Corporation or an agent thereof specified in such notice
or, if no such time is specified in such notice, it shall have been received by
the secretary of the Corporation or by the chairperson of the meeting or any
adjournment thereof prior to the time of voting.
  8.11
              Voting
  Any
question at a meeting of shareholders shall be decided by a show of hands unless
a ballot is required or demanded.  Upon a show of hands every person
who is present and entitled to vote shall have one vote.  Whenever a
vote by show of hands has been taken upon a question, unless a ballot is so
required or demanded, a declaration by the chairperson of the meeting that the
vote upon the question has been carried or carried by a particular majority or
not carried and an entry to that effect in the minutes of the meeting shall be,
in the absence of evidence to the contrary,  proof of the fact without
proof of the number or proportion of the votes recorded in favour of or against
any resolution.
  8.12
              Ballots
  On any
question proposed for consideration at a meeting of shareholders, and whether or
not a show of hands has been taken thereon, the chairperson may require, or any
shareholder or proxyholder entitled to vote at the meeting may demand, a
ballot.  A ballot so required or demanded shall be taken in such
manner as the chairperson shall direct.  A requirement or demand for a
ballot may be withdrawn at any time prior to the taking of the
ballot.  If a ballot is taken each person present shall be entitled,
in respect of the shares which each person is entitled to vote at the meeting
upon the question, to that number of votes provided by the Act or the articles,
and the result of the ballot so taken shall be the decision of the shareholders
upon that question.
  8.13
              Electronic
      Voting
  Notwithstanding
section 8.11, any person participating in a meeting of shareholders by
telephonic, electronic, or other communication facility in accordance with
section 8.4 and entitled to vote at the meeting may vote by means of the
telephonic, electronic or other communication facility that the Corporation has
made available for that purpose.
  Any vote
referred to in section 8.11 or 8.12 may be held entirely by means of a
telephonic, electronic or other communication facility if the Corporation makes
available such a communication facility, provided, in each case, that the
facility:
  (a)
              enables
      the votes to be gathered in a manner that permits their subsequent
      verification; and
   10
   (b)
              permits
      the tallied votes to be presented to the Corporation without it being
      possible for the Corporation to identify how each shareholder or group of
      shareholders voted.
  8.14
              Casting
      Vote
  In case
of an equality of votes at any meeting of shareholders either upon a show of
hands or upon a ballot, the chairperson of the meeting shall be entitled to a
second or casting vote.
  ARTICLE
9
 SHARES
  9.1
              Issuance
  Subject
to the Act and the articles, the board may from time to time issue or grant
options to purchase, or authorize the issue or grant of options to purchase, any
part of the authorized and unissued shares of the Corporation at such times and
to such persons and for such consideration as the board shall determine or
authorize, provided that no share shall be issued until it is fully
paid.
  9.2
              Share
      Certificate
  Every
holder of one or more shares of the Corporation shall be entitled, at his
option, to a Share Certificate, or to a non-transferable written acknowledgment
of his right to obtain a Share Certificate, stating the number and class of
series of shares held by him as shown on the securities
register.  Share Certificates and acknowledgments of a shareholder's
right to a Share Certificate, respectively, shall be in such form as the board
shall from time to time approve.  Any Share Certificate shall be
signed by one officer or director of the Corporation and need not be under the
corporate seal; provided that, unless the board otherwise determines,
certificates representing shares in respect of which a transfer agent and/or
registrar has been appointed shall not be valid unless countersigned by or on
behalf of such transfer agent/or registrar.  The signature of one of
the signing officers or, in the case of Share Certificates which are not valid
unless countersigned by or on behalf of a transfer agent and/or registrar, the
signatures of both signing officers, may be printed or mechanically reproduced
in facsimile upon Share Certificates and every such facsimile signature shall
for all purposes be deemed to be the signature of the officer whose signature it
reproduces and shall be binding upon the Corporation.  A Share
Certificate executed as aforesaid shall be valid notwithstanding that one or
both of the officers whose facsimile signature appears thereon no longer holds
office at the date of issue of the certificate.
  9.3
              Securities
      Records
  The
Corporation shall maintain a register of shares and other securities in which it
records the shares and other securities issued by it in registered form, showing
with respect to each class or series of shares and other
securities:
  (a)
              the
      names, alphabetically arranged, and the latest known address of each
      person who is or has been a holder;
  (b)
              the
      number of shares or other securities held by each holder;
    and
  (c)
              the
      date and particulars of the issue and transfer of each share or other
      security.
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   9.4
              Transfer
      Agents and Registrars
  The
directors may from time to time appoint a registrar to maintain the securities
register and a transfer agent to maintain the register of transfers and may also
appoint one or more branch registrars to maintain branch securities registers
and one or more branch transfer agents to maintain branch registers of
transfers. One person may be appointed both registrar and transfer agent and the
board may at any time terminate any such appointment.
  9.5
              Non-recognition
      of Trusts
  Subject
to the Act, the Corporation may treat the registered owner of a share as the
person exclusively entitled to vote, to receive notices, to receive any dividend
or other payments in respect thereof and otherwise to exercise all the rights
and powers of an owner of a share.
  9.6
              Security
      Certificates
  Security
certificates shall be signed by at least one of the following
persons:
  (a)
              any
      director or officer of the
Corporation;
  (b)
              a
      registrar, transfer agent or branch transfer agent of the Corporation or
      an individual on their behalf; or
  (c)
              a
      trustee who certifies it in accordance with a trust
    indenture.
  Signatures
may be printed or otherwise mechanically reproduced on the security certificates
and every such signature shall for all purposes be deemed to be the signature of
the person whose signature it reproduces and shall be binding upon the
Corporation.  If a security certificate contains a printed or
mechanically reproduced signature of a person, the Corporation may issue the
security certificate, notwithstanding that the person has ceased to be a
director or an officer of the Corporation, and the security certificate is as
valid as if the person were a director or an officer at the date of its
issue.
  ARTICLE
10
 DIVIDENDS
AND RIGHTS
  10.1
              Dividends
  Subject
to the Act, the board may from time to time declare dividends payable to the
shareholders according to their respective rights and interests in the
Corporation.  Dividends may be paid in money or property or by issuing
fully paid shares of the Corporation.   Any dividend unclaimed
after a period of six
years from the date on which the same has been declared to be payable shall be
forfeited and shall revert to the Corporation.
  10.2
              Dividend
      Cheques
  A
dividend payable in cash shall be paid by cheque drawn on the Corporation’s
bankers or one of them to the order of each registered holder of shares of the
class or series in respect of which it has been declared and mailed by prepaid
ordinary mail to such registered holder at such holder’s address recorded in the
Corporation’s securities register, unless in each case such holder otherwise
directs.  In the case of joint holders the cheque shall, unless such joint
holders otherwise direct, be made payable to the order of all of such joint
holders and mailed to them at their address recorded in the securities register
of the
 
 
 12
 
 
 Corporation.  The
mailing of such cheque, in such manner, unless the cheque is not paid on due
presentation, shall satisfy and discharge the liability for the dividend to the
extent of the sum represented thereby plus the amount of any tax which the
Corporation is required to and does withhold.
  10.3
              Non-receipt
      of Cheques
  In the
event of non-receipt of any dividend cheque by the person to whom it is sent,
the Corporation shall issue to such person a replacement cheque for a like
amount on such terms as to indemnity, reimbursement of expenses and evidence of
non-receipt and of title as the board may from time to time prescribe, whether
generally or in any particular case.
  10.4
              Unclaimed
      Dividends
  Any
dividend unclaimed after a period of two years from the date on which the
dividend has been declared to be payable shall be forfeited and shall revert to
the Corporation.
  ARTICLE
11
 MISCELLANEOUS
  11.1
              Timing
      of Delivery of Notices
   Any
notice, document or other information delivered to a director, officer,
shareholder, auditor or member of a committee of the board by prepaid mail or
personal delivery in accordance with the Act shall be deemed to be received at
the time it would be delivered in the ordinary course of mail unless there are
reasonable grounds for believing that the addressee did not receive the notice,
document or other information at that time or at all.
  Subject
to the Act, wherever a notice, document or other information is provided to a
person in the form of an electronic document in accordance with section 2.5,
such document shall be deemed to have been provided at the time it leaves an
information system within the control of the originator or another person who
provided it on behalf of the originator, and shall be deemed to have been
received when it enters the information system designated by the
addressee.
  11.2
              Waiver
      of Notice
  Any
shareholder (or such shareholder’s duly appointed proxyholder), director,
officer, auditor or member of a committee of the board may at any time waive the
provision of any notice or document, or waive or abridge the time for any notice
or document, required to be provided to such person under any provision of the
Act, the articles, the by-laws or otherwise and such waiver or abridgement shall
cure any default in the provision or in the timing of such notice or document,
as the case may be.  Any such waiver or abridgement shall be in writing
except a waiver of notice of a meeting of shareholders or of the board, which
may be given in any manner.  Attendance of a director at a meeting of
directors or of a shareholder or any other person entitled to attend a meeting
of shareholders is a waiver of notice of the meeting except where such director,
shareholder or other person, as the case may be, attends a meeting for the
express purpose of objecting to the transaction of any business on the grounds
that the meeting is not lawfully called.
   13
   11.3
              Omissions
      and Errors
  The
accidental omission to give any notice to any shareholder, director, officer,
auditor or member of a committee of the board or the non-receipt of any notice
by any such person or any error in any notice not affecting the substance
thereof shall not invalidate any action taken at any meeting held pursuant to
such notice or otherwise based thereon.
  11.4
              Invalidity
  The
invalidity or unenforceability of any provision of this by-law shall not affect
the validity or enforceability of the remaining provisions of this
by-law.
  11.5
              Effective
      Date
  This
by-law shall come into force upon approval by the directors.
  11.6
              Repeal
  The
Amended and Restated By-Law No. 1of the Corporation shall
be repealed upon the coming into effect of this by-law. However, such repeal
shall not affect the previous operation of such by-law or affect the validity of
any act done or right, privilege, obligation or liability acquired or incurred
under or the validity of any contract or agreement made pursuant to such by-law
prior to its repeal. All officers and persons acting under such repealed by-law
shall continue to act as if appointed under the provisions of this by-law and
all resolutions of the shareholders or board with continuing effect passed under
such by-law shall continue in force until amended or repealed, except to the
extent inconsistent with this by-law.
   DATED as
of the 20th day of October, 2009.