Exhibit 4.2


 


Date and Time: March 28, 2007 03:46 PM Pacific Time


 


	
   

  	
  Ministry of Finance

  	
   

  	
  Mailing Address:

  	
   

  	
  Location:

  
	
  Corporate
  and Personal

  	
   

  	
  PO
  BOX 9431 Stn Prov Govt. 

  	
   

  	
  2nd
  Floor - 940 Blanshard St.

  
	
  Property
  Registries

  	
   

  	
  Victoria
  BC V8W 9V3

  	
   

  	
  Victoria
  BC

  
	
  www.corporateonline.gov.bc.ca

  	
   

  	
   

  	
   

  	
  250
  356-8626

  



 


Notice of Alteration


 


FORM 11


BUSINESS CORPORATIONS ACT

Section 257


 


	
  Filed Date and Time:

  	
  May 15, 2006 03:33 PM Pacific Time

  
	
   

  	
   

  
	
  Alteration
  Date and Time:

  	
  Notice of Articles Altered on May 15, 2006 03:33
  PM Pacific Time

  



 


NOTICE OF ALTERATION


 


	
  Incorporation Number:

  	
   

  	
  Name of Company:

  
	
   

  	
   

  	
   

  
	
  BC0187665

  	
   

  	
  PAN AMERICAN SILVER
  CORP.

  
	
   

  	
   

  	
   

  



ALTERATION EFFECTIVE DATE:


 


The alteration is to take
effect at the time that this application is filed with the Registrar.


 


PRE-EXISTING COMPANY PROVISIONS


 


The company has resolved
that the Pre-existing Company Provisions no longer apply to this company.


 


ADD A RESOLUTION DATE:


 


Date(s) of
Resolution(s) or Court Order(s) attaching or altering Special Rights
and Restrictions attached to a class or a series of shares:


 


New Resolution Date:


 


May 3, 2006


 


AUTHORIZED SHARE STRUCTURE


 


	
   

  	
  1.  200,000,000

  	
   

  	
  Common Shares

  	
   

  	
  Without Par Value

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Without Special Rights or

  Restrictions attached

  



 


1

















 


Date and Time: March 28, 2007 03:46 PM Pacific Time


 


	
   

  	
  Ministry of Finance

  	
   

  	
  Mailing Address:

  	
   

  	
  Location:

  
	
  Corporate
  and Personal

  	
   

  	
  PO
  BOX 9431 Stn Prov Govt. 

  	
   

  	
  2nd
  Floor - 940 Blanshard St.

  
	
  Property
  Registries

  	
   

  	
  Victoria
  BC V8W 9V3

  	
   

  	
  Victoria
  BC

  
	
  www.corporateonline.gov.bc.ca

  	
   

  	
   

  	
   

  	
  250
  356-8626

  



 


Notice of Articles


 


BUSINESS CORPORATIONS ACT


 


	
  This
  Notice of Articles was issued by the Registrar on: May 15, 2006 03:33 PM
  Pacific Time

  
	
   

  
	
  Incorporation
  Number:

  	
  BC0187665

  
	
   

  
	
  Recognition
  Date:  Incorporated on March 7, 1979

  



 


NOTICE OF ARTICLES


 


Name of Company:


 


PAN
AMERICAN SILVER CORP.


 


REGISTERED OFFICE INFORMATION


 


	
  Mailing Address:

  	
  Delivery Address:

  
	
   

  	
   

  
	
  900
  WATERFRONT CENTRE

  	
  900
  WATERFRONT CENTRE

  
	
  200
  BURRARD STREET, P.O. BOX 48600

  	
  200
  BURRARD STREET, P.O. BOX 48600

  
	
  VANCOUVER
  BC V7X 1T2

  	
  VANCOUVER
  BC V7X 1T2

  
	
  CANADA

  	
  CANADA

  



 


RECORDS OFFICE INFORMATION


 


	
  Mailing Address:

  	
  Delivery Address:

  
	
   

  	
   

  
	
  900
  WATERFRONT CENTRE

  	
  900
  WATERFRONT CENTRE

  
	
  200
  BURRARD STREET, P.O. BOX 48600

  	
  200
  BURRARD STREET, P.O. BOX 48600

  
	
  VANCOUVER
  BC V7X 1T2

  	
  VANCOUVER
  BC V7X 1T2

  
	
  CANADA

  	
  CANADA

  



 


2

















 


DIRECTOR
INFORMATION


 


	
  Last
  Name, First Name, Middle Name:

  	
   

  
	
   

  	
   

  
	
  BURNS,
  GEOFFREY A.

  	
   

  
	
   

  	
   

  
	
  Mailing
  Address:

  	
  Delivery Address:

  
	
   

  	
   

  
	
  832
  STRATHAVEN DRIVE

  	
  832
  STRATHAVEN DRIVE

  
	
  NORTH
  VANCOUVER BC V7H2J9

  	
  NORTH
  VANCOUVER BC V7H2J9

  
	
   

  	
   

  
	
  Last
  Name, First Name, Middle Name:

  	
   

  
	
   

  	
   

  
	
  FLECKENSTEIN,
  WILLIAM A.

  	
   

  
	
   

  	
   

  
	
  Mailing
  Address:

  	
  Delivery Address:

  
	
   

  	
   

  
	
  3833
  234TH AVENUE SE

  	
  3833
  234TH AVENUE SE

  
	
  ISSAQUAH
  WA 98029 USA

  	
  ISSAQUAH
  WA 98029 USA

  
	
   

  	
   

  
	
  Last
  Name, First Name, Middle Name:

  	
   

  
	
   

  	
   

  
	
  LARSON,
  MICHAEL

  	
   

  
	
   

  	
   

  
	
  Mailing
  Address:

  	
  Delivery
  Address:

  
	
   

  	
   

  
	
  21730
  NE 140TH PL

  	
  21730
  NE 140TH PL

  
	
  WOODINVILLE
  WASHINGTON

  	
  WOODINVILLE
  WASHINGTON

  
	
  USA
  98072

  	
  USA
  98072

  
	
   

  	
   

  
	
  Last
  Name, First Name, Middle Name:

  	
   

  
	
   

  	
   

  
	
  MALONEY,
  MICHAEL JOHN

  	
   

  
	
   

  	
   

  
	
  Mailing
  Address:

  	
  Delivery Address:

  
	
   

  	
   

  
	
  3
  MOSS RD

  	
  3
  MOSS RD

  
	
  THE
  HIGHLANDS

  	
  THE
  HIGHLANDS

  
	
  SEATTLE WASHINGTON 98177

  	
  SEATTLE WASHINGTON 98177

  
	
   

  	
   

  
	
  Last
  Name, First Name, Middle Name:

  	
   

  
	
   

  	
   

  
	
  SWEENEY,
  PAUL

  	
   

  
	
   

  	
   

  
	
  Mailing
  Address:

  	
  Delivery Address:

  
	
   

  	
   

  
	
  14476
  30A AVE

  	
  14476
  30A AVE

  
	
  SURREY BC V4P1P8

  	
  SURREY
  BC V4P1P8

  
	
   

  	
   

  
	
  Last
  Name, First Name, Middle Name:

  	
   

  
	
   

  	
   

  
	
  WILLSON,
  JOHN M.

  	
   

  
	
   

  	
   

  
	
  Mailing
  Address:

  	
  Delivery Address:

  
	
   

  	
   

  
	
  4722
  DRUMMOND DR

  	
  4722
  DRUMMOND DR

  
	
  VANCOUVER BC V6T1B4

  	
  VANCOUVER BC V6T1B4

  
	
   

  	
   

  
	
  Last
  Name, First Name, Middle Name:

  	
   

  
	
   

  	
   

  
	
  WRIGHT,
  JOHN

  	
   

  
	
   

  	
   

  
	
  Mailing
  Address:

  	
  Delivery Address:

  
	
   

  	
   

  
	
  2130 BLENHEIM STREET

  	
  2130 BLENHEIM STREET

  
	
  VANCOUVER, BC V6K4J2

  	
  VANCOUVER, BC V6K4J2

  



 


3

















 


	
  Last Name, First Name, Middle Name:

  	
   

  
	
   

  	
   

  
	
  BEATY,
  ROSS J. (formerly BEATY, ROSS J.)

  	
   

  
	
   

  	
   

  
	
  Mailing Address:

  	
  Delivery Address:

  
	
   

  	
   

  
	
  2588
  WEST 34TH AVENUE

  	
  2588
  WEST 34TH AVENUE

  
	
  VANCOUVER
  BC V6N 2J2

  	
  VANCOUVER
  BC V6N 2J2

  
	
  CANADA

  	
  CANADA

  



 


RESOLUTION DATES:


 


Date(s) of
Resolution(s) or Court Order(s) attaching or altering Special Rights
and Restrictions attached to a class or a series of shares:


 


May 3, 2006


 


AUTHORIZED SHARE STRUCTURE


 


	
   

  	
  1.  200,000,000

  	
   

  	
  Common Shares

  	
   

  	
  Without Par Value

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Without Special Rights
  or

  Restrictions attached

  



 


4
















 


BUSINESS CORPORATIONS ACT


 


ARTICLES


 


- of -


 


PAN AMERICAN SILVER CORP.


 


TABLE
OF CONTENTS


 


	
  PART 1

  	
  INTERPRETATION

  	
  1

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  Definitions

  	
  1

  
	
  1.2

  	
  Business
  Corporations Act and Interpretation Act Definitions Applicable

  	
  1

  
	
  1.3

  	
  Consistency

  	
  1

  
	
  1.4

  	
  Agreement
  with Business Corporations Act

  	
  1

  
	
   

  	
   

  	
   

  
	
  PART 2

  	
  ALTERATIONS

  	
  2

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  Directors’
  Resolution

  	
  2

  
	
  2.2

  	
  Ordinary
  Resolution

  	
  3

  
	
  2.3

  	
  Special
  Resolution

  	
  3

  
	
  2.4

  	
  Special
  Majority

  	
  4

  
	
  2.5

  	
  Special
  Separate Majority

  	
  4

  
	
  2.6

  	
  Consent
  Resolution

  	
  4

  
	
  2.7

  	
  Ordinary
  Resolution Sufficient

  	
  4

  
	
   

  	
   

  	
   

  
	
  PART 3

  	
  SHARE
  CERTIFICATES

  	
  4

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Form of
  Certificate

  	
  4

  
	
  3.2

  	
  Mailing of
  Certificates

  	
  4

  
	
  3.3

  	
  Signature on
  Certificate

  	
  5

  
	
  3.4

  	
  Replacement
  of Lost or Destroyed Certificate

  	
  5

  
	
  3.5

  	
  Consolidation
  of Certificates

  	
  5

  
	
  3.6

  	
  Fee for
  Certificates

  	
  5

  
	
  3.7

  	
  Non-Recognition
  of Trusts

  	
  5

  
	
  3.8

  	
  Central Securities Register

  	
  5

  
	
  3.9

  	
  Branch Registers

  	
  5

  
	
   

  	
   

  	
   

  
	
  PART 4

  	
  ISSUE,
  TRANSFER AND TRANSMISSION OF SHARES

  	
  6

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Directors
  Authorized to Issue Shares

  	
  6

  
	
  4.2

  	
  Transferability
  and Instrument of Transfer

  	
  6

  
	
  4.3

  	
  Submission
  of Instruments of Transfer

  	
  6

  
	
  4.4

  	
  Authority in
  Instrument of Transfer

  	
  6

  
	
  4.5

  	
  Enquiry as
  to Title Not Required

  	
  6

  
	
  4.6

  	
  Transfer Fee

  	
  6

  
	
  4.7

  	
  Commission
  or Discount

  	
  6

  
	
  4.8

  	
  Personal
  Representative Recognized

  	
  6

  
	
  4.9

  	
  Jointly Held
  Shares

  	
  7

  



 


i

















 


	
  PART 5

  	
  PURCHASE
  OF SHARES

  	
  7

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Company
  Authorized to Purchase its Shares

  	
  7

  
	
  5.2

  	
  Redemption
  of Part of a Class of Shares

  	
  7

  
	
   

  	
   

  	
   

  
	
  PART 6

  	
  BORROWING
  POWERS

  	
  7

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Powers of
  Directors

  	
  7

  
	
  6.2

  	
  Negotiability
  of Debt Obligations

  	
  7

  
	
  6.3

  	
  Special
  Rights on Debt Obligations

  	
  7

  
	
  6.4

  	
  Execution of
  Debt Obligations

  	
  8

  
	
   

  	
   

  	
   

  
	
  PART 7

  	
  GENERAL
  MEETINGS

  	
  8

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Location of
  General Meetings

  	
  8

  
	
  7.2

  	
  Notice of
  General Meetings

  	
  8

  
	
  7.3

  	
  Extraordinary
  General Meetings

  	
  8

  
	
  7.4

  	
  Convening
  Extraordinary General Meetings

  	
  8

  
	
  7.5

  	
  Waiver of
  Notice

  	
  8

  
	
  7.6

  	
  Record Date
  for Notice

  	
  8

  
	
  7.7

  	
  Failure to
  Give Notice

  	
  8

  
	
  7.8

  	
  Postponement

  	
  8

  
	
  7.9

  	
  Notice of
  Special Business at General Meeting

  	
  9

  
	
   

  	
   

  	
   

  
	
  PART 8

  	
  PROCEEDINGS
  AT GENERAL MEETINGS

  	
  9

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  Special
  Business

  	
  9

  
	
  8.2

  	
  Quorum

  	
  9

  
	
  8.3

  	
  Requirement
  of Quorum

  	
  9

  
	
  8.4

  	
  Lack of
  Quorum

  	
  9

  
	
  8.5

  	
  Chair

  	
  10

  
	
  8.6

  	
  Solicitor
  May Act as Chair

  	
  10

  
	
  8.7

  	
  Adjournments

  	
  10

  
	
  8.8

  	
  Voting

  	
  10

  
	
  8.9

  	
  Resolution
  Need Not Be Seconded

  	
  10

  
	
  8.10

  	
  Casting Vote

  	
  10

  
	
  8.11

  	
  Manner of
  Taking Ballot

  	
  11

  
	
  8.12

  	
  Splitting Votes

  	
  11

  
	
  8.13

  	
  Demand for
  Ballot Not to Prevent Continuance of Meeting

  	
  11

  
	
  8.14

  	
  Retention of
  Ballots and Proxies

  	
  11

  
	
  8.15

  	
  Polls

  	
  11

  
	
   

  	
   

  	
   

  
	
  PART 9

  	
  VOTES OF
  SHAREHOLDERS

  	
  11

  
	
   

  	
   

  	
   

  
	
  9.1

  	
  Number of
  Votes Per Share or Shareholder

  	
  11

  
	
  9.2

  	
  Votes of
  Persons in Representative Capacity

  	
  11

  
	
  9.3

  	
  Votes by
  Joint Holders

  	
  11

  
	
  9.4

  	
  Representative
  of a corporate shareholder

  	
  12

  
	
  9.5

  	
  Shareholder
  of Unsound Mind

  	
  12

  
	
  9.6

  	
  Proxy of
  Shareholder of Unsound Mind

  	
  12

  
	
  9.7

  	
  Appointment
  of Proxy Holders

  	
  12

  
	
  9.8

  	
  Execution of
  Proxy Instrument

  	
  12

  



 


ii

















 


	
  9.9

  	
  Qualification
  of Proxy Holder

  	
  13

  
	
  9.10

  	
  Deposit of
  Proxy

  	
  13

  
	
  9.11

  	
  Validity of
  proxy vote

  	
  13

  
	
  9.12

  	
  Form of
  Proxy

  	
  13

  
	
  9.13

  	
  Revocation
  of Proxy

  	
  14

  
	
  9.14

  	
  Revocation
  of Proxy Will Be Signed

  	
  14

  
	
  9.15

  	
  Spoiled Form of Proxy

  	
  14

  
	
   

  	
   

  	
   

  
	
  PART 10

  	
  DIRECTORS

  	
  14

  
	
   

  	
   

  	
   

  
	
  10.1

  	
  General
  Authority

  	
  14

  
	
  10.2

  	
  Number of
  Directors

  	
  14

  
	
  10.3

  	
  Directors’
  Acts Valid Despite Vacancy

  	
  14

  
	
  10.4

  	
  Qualification
  of Directors

  	
  15

  
	
  10.5

  	
  Remuneration
  and Expenses of Directors

  	
  15

  
	
  10.6

  	
  Right to
  Office and Contract with Company

  	
  15

  
	
  10.7

  	
  Director
  Acting in Professional Capacity

  	
  15

  
	
  10.8

  	
  Alternate
  Directors

  	
  15

  
	
  10.9

  	
  Appointment
  of Attorney

  	
  15

  
	
  10.10

  	
  Interested
  Directors

  	
  16

  
	
  10.11

  	
  Interested
  Director may be Director of Other Corporation

  	
  16

  
	
   

  	
   

  	
   

  
	
  PART 11

  	
  ELECTION,
  APPOINTMENT AND REMOVAL OF DIRECTORS

  	
  16

  
	
   

  	
   

  	
   

  
	
  11.1

  	
  Election and
  Appointment

  	
  16

  
	
  11.2

  	
  Elections
  and Appointments at Annual General Meetings

  	
  16

  
	
  11.3

  	
  Filling a
  Casual Vacancy

  	
  16

  
	
  11.4

  	
  Power to
  Appoint Additional Directors

  	
  16

  
	
  11.5

  	
  Removal of
  Directors

  	
  16

  
	
   

  	
   

  	
   

  
	
  PART 12

  	
  PROCEEDINGS
  OF DIRECTORS

  	
  16

  
	
   

  	
   

  	
   

  
	
  12.1

  	
  Meetings and
  Quorum

  	
  16

  
	
  12.2

  	
  Chair

  	
  17

  
	
  12.3

  	
  Call and
  Notice of Meetings

  	
  17

  
	
  12.4

  	
  Validity of
  Meeting Despite Failure to Give Notice

  	
  17

  
	
  12.5

  	
  Meeting
  Participation

  	
  17

  
	
  12.6

  	
  Competence
  of Quorum

  	
  17

  
	
  12.7

  	
  Committees

  	
  17

  
	
  12.8

  	
  Validity of
  Meeting if Directorship Deficient

  	
  17

  
	
  12.9

  	
  Majority
  Rule

  	
  17

  
	
  12.10

  	
  Resolutions
  in Writing

  	
  18

  
	
   

  	
   

  	
   

  
	
  PART 13

  	
  OFFICERS

  	
  18

  
	
   

  	
   

  	
   

  
	
  13.1

  	
  Appointment
  of Officers

  	
  18

  
	
   

  	
   

  	
   

  
	
  PART 14

  	
  DIVIDENDS

  	
  18

  
	
   

  	
   

  	
   

  
	
  14.1

  	
  Declaration
  of Dividends

  	
  18

  
	
  14.2

  	
  Dividend
  Bears No Interest

  	
  18

  
	
  14.3

  	
  Payment in
  Specie

  	
  18

  



 


iii

















 


	
  14.4

  	
  Fractional
  Interests

  	
  18

  
	
  14.5

  	
  Payment of
  Dividends

  	
  18

  
	
  14.6

  	
  Receipt by
  Joint Shareholders

  	
  18

  
	
   

  	
   

  	
   

  
	
  PART 15

  	
  ACCOUNTING
  RECORDS AND AUDITORS

  	
  19

  
	
   

  	
   

  	
   

  
	
  15.1

  	
  Accounts to
  be Kept

  	
  19

  
	
  15.2

  	
  Location of
  Accounts

  	
  19

  
	
  15.3

  	
  Inspection
  by Shareholder

  	
  19

  
	
  15.4

  	
  Remuneration
  of Auditors

  	
  19

  
	
   

  	
   

  	
   

  
	
  PART 16

  	
  SENDING
  OF RECORDS

  	
  19

  
	
   

  	
   

  	
   

  
	
  16.1

  	
  Manner of
  Sending Records

  	
  19

  
	
  16.2

  	
  Sending to
  Joint Holders

  	
  19

  
	
  16.3

  	
  Notice to Trustees

  	
  19

  
	
  16.4

  	
  Date Record
  Deemed Received

  	
  20

  
	
   

  	
   

  	
   

  
	
  PART 17

  	
  NOTICES

  	
  20

  
	
   

  	
   

  	
   

  
	
  17.1

  	
  Minimum
  Number of Days

  	
  20

  
	
  17.2

  	
  Persons to
  Receive Notice

  	
  20

  
	
  17.3

  	
  Manner of
  Sending Notice

  	
  20

  
	
   

  	
   

  	
   

  
	
  PART 18

  	
  EXECUTION
  OF DOCUMENTS

  	
  21

  
	
   

  	
   

  	
   

  
	
  18.1

  	
  Seal
  Optional

  	
  21

  
	
  18.2

  	
  Official
  Seal

  	
  21

  
	
  18.3

  	
  Affixing of
  Seal to Documents

  	
  21

  
	
   

  	
   

  	
   

  
	
  PART 19

  	
  INDEMNIFICATION

  	
  21

  
	
   

  	
   

  	
   

  
	
  19.1

  	
  Definitions

  	
  21

  
	
  19.2

  	
  Mandatory Indemnification of Eligible Parties

  	
  22

  
	
  19.3

  	
  Non-Compliance with Business Corporations Act

  	
  22

  
	
  19.4

  	
  Advance Expenses

  	
  22

  
	
  19.5

  	
  Indemnity Restricted

  	
  22

  
	
  19.6

  	
  Company May Purchase Insurance

  	
  22

  
	
   

  	
   

  	
   

  
	
  PART 20

  	
  AUTHORIZED
  SHARE STRUCTURE

  	
  22

  
	
   

  	
   

  	
   

  
	
  20.1

  	
  Described in
  Notice of Articles

  	
  22

  
	
   

  	
   

  	
   

  
	
  PART 21

  	
  RESTRICTIONS
  ON BUSINESS OR POWERS

  	
  22

  
	
   

  	
   

  	
   

  
	
  21.1

  	
  No
  Restrictions

  	
  22

  



 


iv

















 


BUSINESS CORPORATIONS ACT


 


ARTICLES


 


- of -


 


PAN AMERICAN SILVER CORP.


 


Incorporation
number: 187665


 


PART 1 –
INTERPRETATION


 


1.1                          Definitions.  In these
Articles, unless the context otherwise requires:


 


(a)           “Board of Directors” or “Board” or “the
directors” means the directors or the sole director of the Company for the time
being;


 


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


 


(c)           “Company” means the company named at
the head of these articles;


 


(d)           “prescribed address” of a director
means the address as recorded in the register of directors to be kept pursuant
to the Business Corporations Act;


 


(e)           “registered address” of a shareholder
means the last known address of that shareholder as recorded in the central
securities register to be kept pursuant to the Business Corporations Act;


 


(f)            “registered owner”, when used with
respect to a share of the Company, means the person registered in the central
securities register as the shareholder in respect of such share.


 


1.2                          Business Corporations Act and Interpretation Act Definitions
Applicable. 
The definitions in the Business Corporations Act and the definitions and
rules of construction in the Interpretation
Act (British Columbia), with the necessary changes and 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 prevails in relation to the use of the term in these
Articles.  If there is a conflict between
these Articles and the Business Corporations Act, the Business Corporations Act
prevails.


 


1.3                          Consistency.  Words in these articles importing the
singular include the plural, and vice versa, and words importing a male person
include a female person and a corporation.


 


1.4                          Agreement with Business Corporations
Act.  Any words or phrases defined in the Business Corporations Act shall, if not
inconsistent with the subject or context, bear the same meaning when used in
these articles.


 


1

















 


 


PART 2 – ALTERATIONS


 


2.1                          Directors’ Resolution.  Subject to the Business
Corporations Act, the Company may, by a resolution of the directors:


 


(a)           if the special rights and restrictions attached
to shares of a class so authorize:


 


(i)            create one or more series of shares out of a
class of shares, and before the issue of any shares of such series:


 


(A)          determine the maximum number or determine that there is no
maximum number of shares that the Company is authorized to issue for such
series of shares created;


 


(B)           create and attach special rights or
restrictions to the shares of any such series of shares
created; and


 


(C)           create an identifying name for the
shares of any such series of
shares created;


 


(ii)           for a series of shares of which there
are no issued shares:


 


(A)          alter any determination of the number of shares
of which the series shall consist;


 


(B)           alter any special rights or restrictions attached
to the shares of the series of shares; or


 


(C)           alter the identifying name of shares of the series
of shares;


 


(b)           redeem or repurchase shares;


 


(c)           accept a surrender of shares by way of gift or
for cancellation;


 


(d)           convert fractional shares into whole shares on a
subdivision or consolidation of shares or on a redemption, purchase or
surrender of shares;


 


(e)           change its name;


 


(f)            adopt or change a translation of its name;


 


(g)           subdivide all or any of its unissued shares with
par value into shares of smaller par value;


 


(h)           subdivide all or any of its unissued shares
without par value;


 


(i)            consolidate all or any of its unissued shares
with par value into shares of larger par value;


 


(j)            consolidate all or any of its unissued shares
without par value;


 


(k)           eliminate any class or
series of shares if none of the shares of that class or series of shares are
allotted or issued;


 


2

















 


	
  (l)

  	
   

  	
  change all or any of
  its unissued shares with par value into shares without par value;

  
	
   

  	
   

  	
   

  
	
  (m)

  	
   

  	
  change all or any of
  its unissued shares without par value into shares with par value; or

  
	
   

  	
   

  	
   

  
	
  (n)

  	
   

  	
  alter the identifying
  name of any of its classes of shares;

  



 


and make any necessary alterations to its notice of articles or these
Articles or both to effect the change.


 


2.2                          Ordinary Resolution.  Subject to the Business
Corporations Act, the Company may, by an ordinary resolution:


 


	
  (a)

  	
   

  	
  deal with all matters
  set out in Article 2.1;

  
	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  establish a maximum
  number of shares that the Company is authorized to issue out of any class of
  shares for which no maximum is established;

  
	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  increase, reduce or
  eliminate the maximum number of shares that the Company is authorized to
  issue out of any class of shares;

  
	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
  for a class of shares of which there are no issued shares, create
  special rights or restrictions for, and attach those special rights or
  restrictions to, the shares of the class of shares; or

  
	
   

  	
   

  	
   

  
	
  (e)

  	
   

  	
  for a class of shares of which there are no issued shares, vary or
  delete any special rights or restrictions attached to the shares of the class
  of shares;

  



 


and make any necessary alterations to its notice of
articles or these Articles or both to effect the change.


 


2.3                          Special Resolution.  Subject to the Business
Corporations Act, the Company may, by a special resolution:


 


	
  (a)

  	
   

  	
  deal with all matters as set out in Article 2.1 and
  Article 2.2;

  
	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  alter its notice of articles;

  
	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  alter these Articles;

  
	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
  create one or more
  classes of shares;

  
	
   

  	
   

  	
   

  
	
  (e)

  	
   

  	
  subdivide all or any
  of its fully paid issued shares with par value into shares of smaller par
  value;

  
	
   

  	
   

  	
   

  
	
  (f)

  	
   

  	
  subdivide all or any
  of its fully paid issued shares without par value;

  
	
   

  	
   

  	
   

  
	
  (g)

  	
   

  	
  consolidate all or any
  of its fully paid issued shares with par value into shares of larger par
  value;

  
	
   

  	
   

  	
   

  
	
  (h)

  	
   

  	
  consolidate all or any
  of its fully paid issued shares without par value;

  
	
   

  	
   

  	
   

  
	
  (i)

  	
   

  	
  if the Company is
  authorized to issue shares of a class of shares with par value;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  subject to the Business Corporations Act, decrease
  the par value of those shares, or

  



 


3

















 


	
   

  	
   

  	
  (ii)

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

  
	
   

  	
   

  	
   

  
	
  (j)

  	
   

  	
  change all or any of
  its fully paid issued shares with par value into shares without par value;

  
	
   

  	
   

  	
   

  
	
  (k)

  	
   

  	
  for a class or series of shares of which there are issued shares,
  create special rights or restrictions for, and attach those special rights or
  restrictions to, the shares of the class or series of shares;

  
	
   

  	
   

  	
   

  
	
  (l)

  	
   

  	
  for a class or series of shares of which there are issued shares, vary
  or delete any special rights or restrictions attached to the shares of the
  class or series of shares;

  
	
   

  	
   

  	
   

  
	
  (m)

  	
   

  	
  otherwise alter its
  authorized share structure when required or permitted to do so by the
  Business Corporations Act;

  
	
   

  	
   

  	
   

  
	
  (n)

  	
   

  	
  substantially change the business of the Company;

  
	
   

  	
   

  	
   

  
	
  (o)

  	
   

  	
  dispose of all or substantially all of the assets of the Company; or

  
	
   

  	
   

  	
   

  
	
  (p)

  	
   

  	
  enter into a merger or plan of arrangement.

  



 


2.4                          Special
Majority. 
The majority of votes required for the Company to pass a special
resolution at a general meeting is 2/3 of the votes cast on the resolution by
shareholders voting shares that carry the right to vote at general meetings.


 


2.5                          Special Separate
Majority. 
The majority of votes required to pass a special separate resolution at
a class meeting is 2/3 of the votes cast on the resolution by shareholders
voting shares that carry the right to vote at the class meeting.


 


2.6                          Consent
Resolution. 
A consent resolution in writing, whether by signed documents, fax,
e-mail or any other method of transmitting legibly recorded messages, of
shareholders or directors or a committee of directors is as valid as if it had
been passed at a duly called and held meeting of the shareholders, directors or
committee, as the case may be.  The
consent resolution may be executed in any number of counterparts, each of which when executed and delivered
(by fax or otherwise) is deemed to be an original, and all of which together
constitute one consent resolution in writing.


 


2.7                          Ordinary
Resolution Sufficient.  Unless the Business Corporations Act, the
notice of articles or these articles provide otherwise, any action to be take
by a resolution of the shareholders may be taken by ordinary resolution.


 


PART 3 – SHARE
CERTIFICATES


 


3.1                          Form of Certificate.  Subject to the requirements of
the Business Corporations Act, every share certificate issued by the Company
shall be in such form as the directors approve.


 


3.2                          Mailing
of Certificates. 
Any share certificate may be mailed by registered mail, postage prepaid,
to the shareholder entitled to that certificate at that shareholder’s
registered address and the Company is not liable for any loss occasioned to the
shareholder if that share certificate is lost or stolen.  In respect of a share held jointly by several
persons, mailing of a certificate for that share to one of several joint
holders or to a duly authorized agent of any of the joint holders is sufficient
delivery to all.


 


4

















 


3.3                          Signature
on Certificate. 
A share certificate which contains printed or otherwise mechanically
reproduced signatures, as may be permitted by the Business Corporations Act, is
as valid as if signed manually, notwithstanding that any person whose signature
is so printed or mechanically reproduced shall have ceased to hold the office
that is stated on such certificate to hold the date of the issue of such
certificate.


 


3.4                          Replacement
of Lost or Destroyed Certificate.  If a share certificate:


 


(a)           is worn out or defaced, the directors may, upon
production to them of that certificate and upon such other terms, if any, that
they determine, order the certificate to be cancelled and issue a new
certificate to replace the cancelled certificate;


 


(b)           is lost, stolen or destroyed, then upon production
of proof to the satisfaction of the directors and upon provision of such
indemnity and security, if any, that the directors deem adequate, a new share
certificate must be issued to the person entitled to the lost, stolen or
destroyed certificate.


 


3.5                          Consolidation
of Certificates. 
If two or more certificates are surrendered by their registered owner to
the Company together with a written request that the Company issue one
certificate registered in that registered owner’s name representing the
aggregate of the shares represented by the certificates so surrendered, the
Company must cancel the certificates so surrendered and issue in their place
one certificate in accordance with the request.


 


3.6                          Fee for Certificates.  There must
be paid to the Company in respect of the issue of any certificate pursuant to
this Part 3 such amount, if any, as the directors may from time to time
determine and which must not exceed the amount prescribed in the Business
Corporations Act.


 


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


 


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


 


3.9                          Branch Registers.  Subject to the Business Corporations Act, the Company may keep or cause
to be kept one or more branch securities registers at such place or places,
whether within or outside the Province of British Columbia, as the directors
may from time to time determine.


 


5
















 


PART 4 – ISSUE, TRANSFER AND TRANSMISSION OF SHARES


 


4.1                          Directors Authorized to Issue Shares.  Subject to
this Part 4 and to any direction to the contrary contained in a resolution
passed at a general meeting authorizing any increase of capital, the issue of
shares is under the control of the directors who may issue, otherwise dispose
of or grant options on shares authorized but not yet issued at any time, to any
person including a director, in the manner, upon the terms and conditions and
at the price or for the consideration as the directors, in their absolute
discretion, may determine.


 


4.2                          Transferability and Instrument of Transfer.  Subject to
the restrictions, if any, set forth in these Articles, any shareholder may
transfer that shareholder’s shares by an instrument in writing executed by or
on behalf of that shareholder and delivered to the Company or its transfer
agent.  The instrument of transfer of any
share of the Company must be in the form, if any, provided on the back of the
Company’s form of share certificate or in any other form which the directors
may approve.  If the directors so
require, each instrument of transfer must be in respect of only one class of
shares.


 


4.3                          Submission of Instruments of Transfer.  Every
instrument of transfer must be executed by the transferor and provided to the
Company or the office of its transfer agent or registrar for registration
together with the share certificate for the shares to be transferred and such
other evidence, if any, as the directors or the transfer agent or registrar may
require to prove the title of the transferor or the transferor’s right to
transfer the shares.  If the transfer is
registered, the instrument of transfer must be retained by the Company or its
transfer agent or registrar.  If the
transfer is not registered, the instrument of transfer must be returned to the
person depositing it together with the share certificate that accompanied it
when tendered for registration.


 


4.4                          Authority in Instrument of Transfer.  The
signature of a shareholder or of that shareholder’s duly authorized attorney on
the instrument of transfer authorizes the Company to register the shares
specified in the instrument of transfer in the name of the person named in that
instrument of transfer, the number of shares specified therein or, if no number
is specified, all the shares of the registered owner represented by share
certificates deposited with the instrument of transfer.  If no transferee is named in the instrument
of transfer, the instrument of transfer shall constitute a complete and
sufficient authority to the Company, its directors, officers and agents to
register, in the name of the person designated in writing by depositing the
instrument of transfer with the Company, the number of shares specified therein
or, if no number is specified, all the shares of the registered owner
represented by share certificates deposited with the instrument of transfer.


 


4.5                          Enquiry as to Title Not Required.  Neither
the Company nor any of its directors, officers or agents is bound to enquire
into any title of the transferor of any shares to be transferred and none of
them is liable to any person for registering the transfer.


 


4.6                          Transfer Fee.  There must
be paid to the Company in respect of the registration of any transfer such
amount, if any, as the directors may from time to time prescribe.


 


4.7                          Commission or Discount.  Subject to the provisions of the
Business Corporations Act, the Company, or the directors on behalf of the
Company, may pay a commission or allow a discount to any person in
consideration of his subscribing or agreeing to subscribe, or procuring or
agreeing to procure subscriptions, whether absolutely or conditionally, for any
shares in the Company.


 


4.8                          Personal Representative Recognized.  Upon the
death or bankruptcy of a shareholder, that shareholder’s legal personal
representative or trustee in bankruptcy, although not a shareholder, has the
same rights, privileges and obligations that attach to the shares formerly held
by the deceased or bankrupt


 


6

















 


shareholder if the documents required by the Business Corporations Act
have been deposited at the Company’s registered office.  This Article does not apply on the death
of a shareholder with respect to shares registered in that shareholder’s name
and the name of another person in joint tenancy.


 


4.9                          Jointly Held Shares.  If there are joint shareholders
in respect of a share and in the case of the death or bankruptcy of one of the
joint shareholders, the legal personal representative of the deceased or the
trustee in bankruptcy of the bankrupt shareholder, as the case may be, and the
surviving joint shareholder or shareholders are the only persons recognized by
the Company as having any title to or interest in the share so held jointly.


 


PART 5 – PURCHASE OF
SHARES


 


5.1                          Company Authorized
to Purchase its Shares. 
Subject to the provisions of this Part 5, the Business Corporations
Act and the special rights and restrictions attached to any class of shares,
the Company may, by a resolution of the directors:


 


(a)           purchase any of its shares at the price and upon
the terms specified in that resolution; and


 


(b)           sell any of its shares so purchased but not
cancelled at the price and upon the terms specified in that resolution.


 


5.2                          Redemption of Part of a Class of Shares.  If the
Company proposes at its option to redeem some but not all of the shares of any
class or series, the directors may by resolution, subject to the special rights
or restrictions attached to such shares, decide the manner in which the shares
to be deemed shall be selected.


 


PART 6 – BORROWING
POWERS


 


6.1                          Powers of
Directors. 
Subject to the Business Corporations Act, the directors may from time to
time at their discretion authorize the Company to:


 


(a)           borrow any amount of money;


 


(b)           guarantee the repayment of any amount of money
borrowed by any person or corporation; and


 


(c)           guarantee the performance of any obligation of any
person or corporation;


 


and may raise or secure the repayment of any amount of money so borrowed
or guaranteed or any obligation so guaranteed in any manner and upon any terms
and conditions as they may think fit and in particular and without limiting the
generality of the foregoing by the issue of bonds, debentures or other debt
obligations or by the granting of any mortgages or other security interest on
the undertaking of the whole or any part of the property of the Company, both
present and future.


 


6.2                          Negotiability of Debt Obligations.  The
directors may make any bonds, debentures or other debt obligations issued by
the Company by their terms assignable free from any equities between the
Company and the person to whom they may be issued or any other person who
lawfully acquires them by assignment, purchase or otherwise.


 


6.3                          Special Rights on Debt Obligations.  The
directors may authorize the issue of any bonds, debentures or other debt
obligations of the Company at a discount, premium or otherwise and with special


 


7

















 


or other rights or privileges as to redemption, surrender, drawings,
allotment of or conversion into or exchange for shares, attending at general
meetings of the Company and otherwise as the directors may determine at or
before the time of issue.


 


6.4                          Execution of Debt Obligations.  If the directors so authorize or
if any instrument under which any bonds, debentures or other debt obligations
of the Company are issued so provides any bonds, debentures and other debt
obligations of the Company, instead of being manually signed by the directors
or officers authorized in that behalf, may have the facsimile signatures of
those directors or officers printed or otherwise mechanically reproduced
thereon and in either case is as valid as if signed manually and every bond, debenture
or other debt obligation so bearing facsimile signatures of directors or
officers of the Company must be manually signed, countersigned or certified by
or on behalf of a registrar, branch registrar, transfer agent or branch
transfer agent of the Company duly authorized to do so by the directors or the
instrument under which such bonds, debentures or other debt obligations are
issued.  Notwithstanding that any person
whose facsimile signature is so used has ceased to hold the office that he or
she is stated on any bond, debenture or other debt obligation to hold at the
date of the actual issue of that bond, debenture or other debt obligation, the
bond, debenture or other debt obligation is valid and binding on the Company.


 


PART 7 – GENERAL
MEETINGS


 


7.1                          Location of General Meetings.  Every general meeting must be
held at such time and location as the directors may determine.


 


7.2                          Notice of General Meetings.  Notice of a general meeting must
specify the time and location of the meeting and, in case of special business
(as described in Part 8), the general nature of that business.


 


7.3                          Extraordinary General Meetings.  Any
general meeting other than an annual general meeting is herein referred to as
an extraordinary general meeting.


 


7.4                          Convening Extraordinary General Meetings.  The
directors may, whenever they think fit, convene an extraordinary general
meeting for whatever purpose or purposes the directors may determine.


 


7.5                          Waiver of Notice.  Any person
entitled to notice of a general meeting may waive or reduce the period of
notice for that meeting in writing or otherwise and may do so before, during or
after the meeting.


 


7.6                          Record Date for Notice.  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.


 


7.7                          Failure to Give 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.


 


7.8                          Postponement.  Where, in accordance with the
Business Corporations Act, and any other applicable legislation, the Company
has published a notice of a general meeting at which directors are to be
elected, the Company may, notwithstanding such notice, postpone the general meeting
to a date other than that specified in such notice.  In the event of such postponement, the
Company shall publish, in the same manner prescribed for the original notice, a
notice of the postponement of the meeting which notice


 


8

















 


shall include, if the date to which the meeting is postponed is known,
the same information as is required by the Business Corporations Act, and any
other applicable legislation, to be included in the original notice.  If the date to which the meeting is postponed
is not known, the notice of postponement need state only that the meeting is
postponed until further notice, provided however that once such date is known,
the company shall publish a new notice which shall comply with the Business
Corporations Act, and any other applicable legislation.  The date to which any such meeting is
postponed shall be deemed to be the date of the meeting for the purpose of
complying with any time limitations in respect of general meetings prescribed
by the Business Corporations Act, or any other applicable legislation.


 


7.9                          Notice of Special Business at General Meeting.  If any
special business includes the presenting, considering, approving, ratifying or
authorizing the execution of any document, then the portion of any notice
relating to that document is sufficient if it states that a copy of the
document or proposed document is or will be available for inspection by
shareholders at a place in the Province of British Columbia specified in that notice
during business hours in any working day or days prior to the date of the
meeting.


 


PART 8 – PROCEEDINGS AT GENERAL MEETINGS


 


8.1                          Special Business.  All
business shall be deemed special business which is transacted at:


 


(a)           an extraordinary general meetings; and


 


(b)           an annual general meeting other than the
consideration of the financial statements and of the reports of the directors
and the auditor, fixing or changing the number of directors, the election of
directors, the appointment of the auditor, fixing the remuneration of the
auditor and such other business as by these articles or the Business
Corporations Act may be transacted at a general meeting without prior notice
thereof being given to the shareholders or any business which is brought under
consideration by the report of the directors.


 


8.2                          Quorum.  Subject to
this Part 8, a quorum for a general meeting is two individuals who are
shareholders, proxy holders representing shareholders or duly authorized
representatives of corporate shareholders personally present and representing
shares aggregating not less than 25% of the issued shares of the Company
carrying the right to vote at that meeting. 
In the event there is only one shareholder, the quorum is one person
personally present and being, or representing by proxy, that shareholder, or in
the case of a corporate shareholder, a duly authorized representative of that
shareholder.  The directors, the
Secretary, the Assistant Secretary, and the solicitor of the Company (and any
invitee of the Chair of the Board) shall be entitled to attend any general
meeting but no such person shall be counted in the quorum or be entitled to
vote at any general meeting unless he is a member or proxyholder or is
otherwise entitled to vote thereat.


 


8.3                          Requirement of Quorum.  No business other than the
election of a chair and the adjournment or termination of the meeting may be
transacted at any general meeting unless a quorum is present at the
commencement of the meeting but the quorum need not be present throughout the
meeting.


 


8.4                          Lack of Quorum.  If within
30 minutes from the time appointed for a meeting a quorum is not present, the
meeting:


 


(a)           if convened by requisition of the shareholders,
must be terminated; and


 


(b)           in any other case, must stand adjourned to the
same day in the next week at the same time and place.


 


9

















 


If at the adjourned meeting a quorum is not present within 30 minutes
from the time appointed, the shareholder or shareholders present in person, by
proxy or by authorized representative is or are a quorum.


 


8.5                          Chair.  The chair
of the Board, if any, or in his or her absence the President or in his absence
the Vice-President of the Company, if any, is entitled to act as chair at every
general meeting.  Prior to a general
meeting at which neither the chair of the Board nor the Company’s President
will act as chair, the directors, by resolution, may appoint one of their
number or the Company’s solicitor to act as chair of a general meeting.  If at any general meeting the chair of the
Board, if any, and the President, if any, are not present within 15 minutes
after the time appointed for holding the meeting or if neither is willing to
act as chair, and the directors have not previously by resolution appointed one
of their number or the Company’s solicitor to act as chair as such meeting, the
directors present must choose one of their number or the Company’s solicitor to
act as chair.  If no director is present
or if all of the directors present and the Company’s solicitor decline to act
as chair or if the directors present fail to so choose, the persons present and
entitled to vote shall choose one of their number to act as chair.


 


8.6                          Solicitor May Act as Chair.  Notwithstanding article 8.5,
with the consent of the meeting, which consent may be expressed by the failure
of any person present and entitled to vote to object, the solicitor of the
Company may act or chair at the meeting.


 


8.7                          Adjournments.  The chair
of the meeting may, with the consent of any meeting at which a quorum is
present and must, if so directed by the meeting, adjourn the meeting from time
to time and from place to place.  No
business may be transacted at any adjourned meeting other than the business
left unfinished at the meeting from which the adjournment took place.  If a meeting is adjourned for 30 days or
more, notice, but not the advance notice otherwise required with respect to the
election of directors, of the adjourned meeting must be given as in the case of
a general meeting.  It is otherwise not
necessary to give any notice of an adjourned meeting or of the business to be
transacted at any adjourned meeting.


 


8.8                          Voting.  Every
question submitted to a general meeting must be decided:


 


(a)           if a ballot is demanded by a shareholder or proxy
holder entitled to vote at the meeting or is directed by the chair, by ballot;
or


 


(b)           in any other case, by a show of hands or by any
other manner that adequately discloses the intentions of the shareholders or
proxy holders.


 


The chair must declare to the meeting the decision on every question in
accordance with the result of the ballot, the show of hands or the other manner
that adequately disclosed the intentions of the shareholders or proxy holders
and that decision must be entered in the minute book of the Company.  A declaration of the chair that a resolution
has been carried or carried unanimously or by a particular majority or lost or
not carried by a particular majority and an entry to that effect in the minute
book of the Company is conclusive evidence of the fact without proof of the
number or proportion of the votes recorded in favour of or against that
resolution.


 


8.9                          Resolution Need Not Be Seconded.  No
resolution proposed at a meeting need be seconded and the chair of any meeting
is entitled to move or second a resolution.


 


8.10                        Casting Vote.  In case of
an equality of votes upon a resolution, whether on a show of hands or by ballot
or any other manner, the chair does not have a casting vote but shall only vote
the votes to which he or she may be entitled as a shareholder or proxyholder.


 


10

















 


8.11                        Manner of Taking Ballot.  If a ballot is duly demanded it
must be taken at once or in the manner the chair of the meeting directs. 
A demand for a ballot may be withdrawn.  In the case of any dispute as to
the admission or rejection of a vote the chair must conclusively determine in
good faith whether that vote is admitted or rejected.


 


8.12                        Splitting Votes.  On a ballot, a shareholder entitled
to more than one vote need not, if that shareholder votes, use all that
shareholder’s votes or cast all the votes that shareholder uses in the same
way.


 


8.13                        Demand for Ballot Not to Prevent Continuance of Meeting.  The demand
for a ballot does not prevent the continuance of a meeting for the transaction
of any business other than the question on which a ballot has been demanded.


 


8.14                        Retention of Ballots and Proxies.  The
Company must, for at least three months after a meeting of shareholders, keep each
ballot cast and each proxy voted at the meeting and, during the period, make
them available for inspection during statutory business hours by any
shareholder or proxy holder entitled to vote at the meeting.  At the end of the three-month period, the Company
may destroy such ballots and proxies.


 


8.15                        Polls.  No poll may be demanded on the
election of a meeting chair.  A poll
demanded on a question of adjournment shall be taken forthwith.  A poll demanded on any other question shall be
taken as soon as, in the opinion of the chair, reasonably convenient, but in no
event later than seven days after the meeting and at such time and place and in
such manner as the chair of the meeting directs.  When the result of a poll indicates that a
particular motion has carried by the requisite majority or failed, that result
shall be deemed to be the result of the meeting at which the pool was demanded,
taken at the time of such meeting, and such result shall be entered in the book
of proceedings of the Company, which entry, following destruction of the
ballots cast on the poll, shall be conclusive evidence of such result.  The demand for a poll shall not, unless the
chair so rules, prevent the continuance of a meeting for the transaction of any
business other than the question on which a poll has been demanded.


 


PART 9 – VOTES OF SHAREHOLDERS


 


9.1                          Number of Votes Per Share or Shareholder.  Subject to
any special rights or restrictions attached to any share contained in these
Articles, on a show of hands every shareholder entitled to vote present in
person, by proxy or by authorized representative has one vote and on a ballot
every shareholder entitled to vote on that ballot has one vote for every whole
share held by that shareholder and a fractional vote in proportion to any
fraction of a share held by that shareholder.


 


9.2                          Votes of Persons in Representative Capacity.  A person
who is not a shareholder may vote at a meeting of shareholders, whether on a
show of hands or on a ballot, 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.


 


9.3                          Votes by Joint Holders.  If there are joint shareholders
registered in respect of any share, any one of the joint shareholders may vote
at any meeting in person, by proxy or by authorized representative in respect
of the share as if that joint shareholder were solely entitled to it.  If more than one of the joint shareholders is
present at any meeting in person, by proxy or by authorized representative, the
joint shareholder so present whose name stands first on the central securities
register in respect of the share is alone entitled to vote in respect of that
share.  For the purpose of this Part 9,
two or more executors or administrators of a deceased shareholder in whose sole
name any share stands are deemed joint shareholders.


 


11

















 


9.4                          Representative of a Corporate Shareholder.  If a
corporation, that is not a subsidiary of the Company, is a shareholder, that
corporation may appoint, by an instrument in writing, a person to act as its
authorized representative at any meeting of shareholders of the Company, and:


 


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


 


(i)            be received at the registered office of the
Company or at any other place specified in the notice calling the meeting for
the receipt of proxies at least the number of business days specified in the
notice for the receipt of proxies, or if no number of days is specified, not
less than 48 hours before the time for holding the meeting; or


 


(ii)           be deposited with the chair of the meeting, or to
a person designated by the chair of the meeting, prior to the commencement of
the meeting;


 


(b)           if an authorized representative is appointed under
this Part 9:


 


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


 


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


 


An instrument appointing an authorized representative of a corporation
must be in writing signed by a duly authorized person on behalf of that
corporation and must be sent to the Company.


 


9.5                          Shareholder of Unsound Mind.  A shareholder of unsound mind entitled to
attend and vote, in respect of whom an order has been made by any court having
jurisdiction, may vote, whether on a show of hands or on a poll, by his
committee, curator bonis, or
other person in the nature of a committee or curator
bonis appointed by that court. 
Evidence of the appointment of any such committee, curator bonis or other person shall be
demonstrated by presenting to the chair of the meeting, prior to commencement
of the meeting, a notarially certified copy of the court order by which he was
appointed and by presenting evidence acceptable to the chairman that he is the
person named in the order as the appointee. 
In the absence of such evidence, the chair shall determine whether or
not any such committee, curator bonis or other person shall be entitled to
attend and vote at the meeting and such determination made in good faith shall
be final and conclusive.


 


9.6                          Proxy of Shareholder of Unsound Mind.  A committee, curator bonis or other person appointed in
respect of a member of unsound mind and entitled to vote as aforesaid may
appoint a proxyholder.


 


9.7                          Appointment of Proxy Holders.  A shareholder holding more than
one share in respect of which that shareholder is entitled to vote at a general
meeting is entitled to appoint one or more, but not more than five, proxy
holders to attend, act and vote for that shareholder at the general meeting and
in so doing that shareholder must specify the number of shares that each proxy
holder is entitled to vote.


 


9.8                          Execution of Proxy Instrument.  A proxy must be in writing
signed by the appointor or the appointor’s attorney or, if the appointor is a
corporation, by the authorized representative or a duly authorized person on
behalf of that corporation.


 


12

















 


9.9                          Qualification of Proxy Holder.  A person must not be appointed
as a proxy holder unless the person is a shareholder, although a person who is
not a shareholder may be appointed as a proxy holder if:


 


(a)           the person appointing the proxy holder is a
corporation or an authorized representative of a corporation appointed under
this Part 9;


 


(b)           the Company has at the time of the meeting for
which the proxy holder is to be appointed only one shareholder entitled to vote
at the meeting; or


 


(c)           the Company, by a resolution of the directors,
permits the proxy holder to attend and vote at the meeting.


 


9.10                        Deposit of Proxy.  A proxy and the power of
attorney or other authority, if any, under which it is signed or a notarially
certified copy of such power of attorney or other authority must be deposited
at the registered office of the Company, excluding Saturdays and holidays, or
at such other place as is specified for that purpose in the notice calling the
meeting not less than 48 hours, excluding Saturdays and holidays, before the
time for holding the meeting at which the person named in the proxy proposes to
vote or must be deposited with the chair of the meeting, or with a person
designated by the chair of the meeting, prior to the commencement of the
meeting.  In addition to any other method
of depositing proxies provided for in these Articles, the directors may from
time to time make regulations:


 


	
  (a)

  	
   

  	
  permitting the depositing of proxies at some place or places other
  than the place at which a meeting or adjourned meeting of shareholders is to
  be held;

  
	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  providing for particulars of those proxies to be sent in writing or by
  fax, e-mail or any other method of transmitting legibly recorded messages
  before a meeting or an adjourned meeting to the Company or any agent of the
  Company for the purpose of receiving those particulars; and

  
	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  providing that particulars of those proxies may be voted as though the
  proxies themselves were produced to the chair of the meeting or of the
  adjourned meeting as required by this Article.

  



 


Votes given in accordance with proxies and particulars of proxies so
deposited are valid and counted.


 


9.11                        Validity of Proxy Vote.  A vote given in accordance with
the terms of a proxy is valid notwithstanding the previous death, bankruptcy or
incapacity of the shareholder or revocation of the proxy or of the authority
under which the proxy was executed or the transfer of the share in respect of
which the proxy is given, provided that prior to the meeting no notice in
writing of such death, bankruptcy, incapacity, revocation or transfer has been
received at the registered office of the Company or by the chair of the meeting
or of the adjourned meeting at which the vote was given.


 


9.12                        Form of Proxy.  A proxy appointing a proxy
holder must be in the following form or in any other form that the directors
approve:


 


(Name of Company)


 


	
  The undersigned hereby appoints

  	
   

  
	
   

  	
  or failing him or her

  
	
   

  
			



 


13

















 


as proxy holder for the undersigned to attend at and
vote for and on behalf of the undersigned at the general meeting of the Company
to be held on the          day of
                              ,
        , and at any adjournment of
that meeting.


 


Signed this
         day of
                              ,
        .


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Signature of Shareholder)

  



 


9.13                        Revocation of Proxy.  Subject to this Part, every
proxy may be revoked by an instrument in writing that is 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 deposited with the chair of the meeting, or with a
person designated by the chair of the meeting, prior to the commencement of the
meeting.


 


9.14                        Revocation of Proxy Will Be Signed.  An
instrument to revoke a proxy must be signed as follows:


 


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


 


(b)           if the shareholder for whom the proxy holder is
appointed is a corporation, the instrument must be signed by a duly authorized
person on behalf of the corporation or by the authorized representative
appointed for the corporation under this Part 9.


 


9.15                        Spoiled Form of Proxy.  The chair of
a meeting shall determine whether or not a proxy, deposited for use at such
meeting, which may not strictly comply with the requirements of the form of
proxy as set out in these articles as to form, execution, accompanying
documentation, time of filing or otherwise shall be valid for use at such
meeting and any such determination made in good faith shall be final and
conclusive.


 


PART 10 – DIRECTORS


 


10.1                        General Authority.  Subject to these Articles, the
directors may exercise all powers and do all acts and things as the Company is
by the Business Corporations Act, these Articles or otherwise authorized to
exercise and do and which are not by these Articles, by statute or otherwise
lawfully directed or required to be exercised or done by the Company by
unanimous resolution, special resolution or ordinary resolution.


 


10.2                        Number of Directors.  The number of directors may be
determined by ordinary resolution.  The number of directors may be changed
from time to time by ordinary resolution whether previous notice of that
ordinary resolution has been given or not. 
If at any time the Company becomes a public company and the number of
directors fixed pursuant to these Articles is less than three, then the number
of directors is deemed to have been increased to three.


 


10.3                        Directors’ Acts Valid Despite Vacancy.  An act or
proceeding of the directors is not invalid merely because fewer than the number
of directors set or otherwise required under these Articles is in office.


 


14

















 


10.4                        Qualification 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.


 


10.5                        Remuneration and Expenses of Directors.  The
remuneration of the directors as such may from time to time be determined by
the directors.  Any remuneration of a
director is in addition to any salary or other remuneration paid to him or her
as an officer or employee of the Company. 
Every director must be repaid such reasonable expenses as he or she may
incur in and about the business of the Company. 
Other than remuneration for professional services described in this Part 10,
if any director performs any services for the Company that in the opinion of
the directors are outside the ordinary duties of a director or if he or she is
specifically occupied in or about the Company’s business other than as a
director, he or she may be paid a remuneration to be fixed by the
directors.  The remuneration so fixed may
be either in addition to or in substitution for any other remuneration that he
or she may be entitled to receive and the additional remuneration may be
charged as part of ordinary working expenses of the Company.  Unless otherwise determined by ordinary
resolution, the directors 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, to his or her spouse or dependants and they may also make any
contributions to any fund and pay premiums for the purchase or provision of any
gratuity, pension or allowance in respect of that director.


 


10.6                        Right to Office and Contract with Company.  A director
may hold any office or place of profit in the Company, other than auditor, in
conjunction with his or her office of director for the period and on such terms
as the directors may determine.  Subject
to compliance with the Business Corporations Act, no director or intended
director is disqualified by his or her office from contracting with the Company
with regard to his or her tenure of office or place of profit or as vendor,
purchaser or otherwise.


 


10.7                        Director Acting in Professional Capacity.  Any director
may act by him or herself or his or her firm in a professional capacity for the
Company and he or she or his or her firm is entitled to remuneration for
professional services as if he or she were not a director.


 


10.8                        Alternate Directors.  Any director may from time to
time appoint any person who is approved by resolution of the directors to be
his or her alternate director provided that approval is not required if a
director is appointed alternate director for another director.  The appointee, while he or she holds office
as an alternate director, is entitled to notice of meetings of the directors
and, in the absence of the director for whom he or she is an alternate, to
attend and vote at meetings as a director and is not entitled to be remunerated
otherwise than out of the remuneration of the director appointing him or
her.  Any director may make or revoke an
appointment of his or her alternate director by notice in writing sent to the
Company.  A person may act as an
alternate for more than one director at any given time and a director may act
as an alternate director for any other director.  No person may act as an alternate director
unless that person qualifies under the Business Corporations Act to act as a director
of the Company.  Every alternate director,
if authorized by the notice appointing him or her, may sign any consent
resolution in place of the director appointing him or her.


 


10.9                        Appointment of Attorney.  The directors may from time to
time, by power of attorney, 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 powers of the directors relating to the constitution
of the Board any of its committees and the appointment or removal of officers
and the power to declare dividends) and for such period, with such remuneration
and subject to such conditions as the directors may think fit, and any such
appointment may be made in favour of any of the directors or any of the members
of the Company or in favour of any corporation, or any of the shareholders,
directors, nominees or managers of any corporation, firm or joint venture and
any such power of attorney may contain such provisions for the protection or
convenience of


 


15
















 


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.


 


10.10                      Interested Directors. 
A director who is, in any way, directly or indirectly, interested in a
proposed contract or transaction with the Company shall be counted in the
quorum at any meeting of the directors at which the proposed contract or
transaction is approved.


 


10.11                      Interested Director may be Director of Other Corporation.  A director may be or become a director or
other officer or employee of or otherwise interested in, any other corporation
or firm, whether or not the Company is interested therein as a shareholder or
otherwise, and, subject to compliance with the provisions of the Business
Corporations Act, such director shall not be accountable to the Company for any
remuneration or other benefits received by him as a director, officer or
employee or, or from his interest in, such other corporation or firm.


 


PART 11 – ELECTION, APPOINTMENT AND REMOVAL OF
DIRECTORS


 


11.1                        Election and Appointment. 
The shareholders may elect or appoint directors at any time and from
time to time. Sixty-days prior written notice must be provided to the Company
for any proposed non-management nomination to the Board.


 


11.2                        Elections and Appointments at Annual General Meetings.  At each annual general meeting all the
directors retire and the shareholders must elect or appoint a Board of
Directors consisting of the number of directors for the time being fixed
pursuant to Part 10.  Any retiring director is eligible for
re-election or re-appointment.  If the
holding of an annual general meeting of the Company is deferred or waived by a
unanimous resolution of all shareholders entitled to vote at the annual general
meeting, each director in office on the annual reference date selected in the
unanimous resolution continues to be a director until the next annual reference
date unless that director retires or is removed prior to the next annual
reference date.


 


11.3                        Filling a Casual Vacancy. 
The directors may at any time and from time to time appoint any person
as a director to fill a casual vacancy among the directors or a vacancy
resulting from an increase of the number of directors.


 


11.4                        Power to Appoint Additional Directors.  Between successive annual general meetings,
the directors have the power to appoint one or more additional directors but
not more than one-third the number of directors elected or appointed at the
last annual general meeting at which directors were elected or appointed.  Any director so appointed may hold office
only until the next following annual general meeting of the Company but is
eligible for election at such meeting and, so long as he or she is an
additional director, the number of directors is increased accordingly.


 


11.5                        Removal of Directors. 
If a director is convicted of an indictable offence or ceases to be
qualified to act as a director of the Company and does not promptly resign, the
Company may remove the director before the expiration of the director’s term of
office by a resolution of the directors. 
The Company may otherwise remove a director before the expiration of the
director’s term of office by an ordinary resolution of the shareholders.


 


PART 12 – PROCEEDINGS OF DIRECTORS


 


12.1                        Meetings and Quorum. 
The directors may hold meetings as they think fit for the dispatch of
business and may adjourn and otherwise regulate their meetings and proceedings
as they think fit.  The


 


16

















 


directors may from time to time fix the quorum necessary for the
transaction of business and unless so fixed the quorum is a majority of the
Board.


 


12.2                        Chair.  The chair
of the Board, if any, of the Company is entitled to act as chair of every
meeting of the Board but if at any meeting the chair of the Board, if any, is
not present within 15 minutes after the time appointed for holding the meeting,
or if the chair of the Board is not willing to act as chair, the directors
present must choose one of their number to act as chair.


 


12.3                        Call and Notice of Meetings. 
A director may at any time call a meeting of the directors.  Reasonable notice specifying the time and
place of that meeting shall be personally given or sent to each director by
mail, postage prepaid, addressed to each director’s address as it appears on
the books of the Company or by leaving it at his usual business or residential
address or by telephone, fax or any method of transmitting legibly recorded
messages.  It is not necessary to give to
any director notice of a meeting of directors immediately following a general
meeting at which that director has been elected or notice of a meeting of
directors at which that director was appointed.


 


12.4                        Validity of Meeting 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.


 


12.5                        Meeting Participation. 
A director may participate in a meeting of the directors or of any
committee of the directors by video conference or telephone if all directors
participating in the meeting, whether by video conference or telephone or in
person, are able to communicate with each other.  If all the directors consent, a director may
participate in a meeting of the directors or of any committee of the directors
by a communications medium other than video conference or telephone if all directors
participating in the meeting are able to communicate with each other.  A director who participates in a meeting by a
communications medium other than video conference or telephone is deemed to
have agreed to participate by the other communications medium.  A director who participates in a meeting by
video conference, telephone or other communications medium is deemed for all
purposes of the Business Corporations Act and these Articles to be present at
the meeting and must be counted in the quorum for and is entitled to
communicate and vote at that meeting.


 


12.6                        Competence of Quorum. 
The directors at a meeting at which a quorum is present are competent to
exercise all or any of the authorities, powers and discretions for the time
being vested in or exercisable by the directors.


 


12.7                        Committees. 
The directors may from time to time by resolution constitute, dissolve
or reconstitute standing committees and other committees consisting of such
persons as the directors may determine. 
Every committee so constituted has the authorities, powers and
discretions that may be delegated to it by the directors and must act in
accordance with any regulations that the directors may impose upon it.


 


12.8                        Validity of Meeting if Directorship Deficient.  All acts done by any director or by any
member of a committee constituted by the directors, notwithstanding that it is
discovered afterwards that there was some defect in the appointment of any
person so acting or that he or she was disqualified, are valid.


 


12.9                        Majority Rule . 
Questions arising at any meeting of the directors must be decided by a
majority of votes.  The chair shall not
have a second and casting vote.


 


17

















 


12.10                      Resolutions in Writing. 
A resolution consented to in writing, whether by document, telegram,
telex or any method of transmitting legibly recorded messages or other means,
signed by all of the Directors or their alternates shall be as valid and
effectual as if it had been passed at a meeting of the Directors duly called
and held.  Such resolution may be in two
or more counterparts which together shall be deemed to constitute one
resolution in writing.  Such resolution
shall be filed with the minutes of the proceedings of Directors and shall be
effective on the dates dated thereon on the latest dated on any counterpart.


 


PART 13 – OFFICERS


 


13.1                        Appointment of Officers. 
The directors may appoint officers of the Company and may specify their
duties.  Any individual may be appointed
to any office of the Company.  Any person
appointed Chairman shall be a director. 
Two or more offices of the Company may be held by the same individual.


 


PART 14 – DIVIDENDS


 


14.1                        Declaration of Dividends. 
Subject to the Business Corporations Act and the rights, if any, of shareholders
holding shares with special rights and restrictions, the directors may declare
dividends and fix the date of record and the date for payment of any
dividend.  No date of record for any
dividend may precede the date of payment of that dividend by more than the
maximum number of days permitted by the Business Corporations Act.  No notice need be given of the declaration of
any dividend.  If no valid date of record
is fixed, the date of record is deemed to be the same date as the date of
payment of the dividend.


 


14.2                        Dividend Bears No Interest. 
No dividend may bear interest against the Company.


 


14.3                        Payment in Specie. 
The directors may direct payment of any dividend wholly or partly by the
distribution of specific assets or of paid-up shares or bonds, debentures or
other debt obligations of the Company or in any one or more of those ways and
if any difficulty arises in regard to the distribution the directors may settle
the difficulty as they think fit.  The
directors may fix the value for distribution of specific assets and may vest
any of those specific assets in trustees upon such trusts for the persons
entitled to those specific assets as the directors think fit.


 


14.4                        Fractional Interests. 
Notwithstanding the provisions of this Part 14, if any dividend
results in any shareholder being entitled to a fraction of a share, bond,
debenture or other debt obligation of the Company, the directors may pay that
shareholder the cash equivalent in place of that fraction of a share, bond,
debenture or other debt obligation.  The
directors may arrange through a fiscal agent or otherwise for the sale,
consolidation or other disposition of fractions of shares, bonds, debentures or
other debt obligations of the Company on behalf of shareholders entitled to them.


 


14.5                        Payment of Dividends. 
Any dividend payable in cash by the Company may be paid by cheque mailed
to the registered address of the shareholder or in the case of joint
shareholders to the registered address of the joint shareholder first named in
the central securities register or to such person or to such address as any
shareholder may direct in writing.  Every
cheque must be made payable to the order of the person to whom it is sent and
in the case of joint shareholders to those joint shareholders.


 


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


 


18

















 


PART 15 – ACCOUNTING RECORDS AND AUDITORS


 


15.1                        Accounts to be Kept. 
The directors must cause accounting records to be kept as necessary to
properly record the financial affairs and condition of the Company and to
comply with the provisions of statutes applicable to the Company.


 


15.2                        Location of Accounts. 
The directors must determine the place at which the accounting records
of the Company must be kept and those records must be open to the inspection of
any director during the statutory business hours of the Company.


 


15.3                        Inspection by Shareholder. 
Unless the directors determine otherwise, or unless otherwise determined
by an ordinary resolution, no shareholder of the Company shall be entitled to
inspect the accounting records of the Company.


 


15.4                        Remuneration of Auditors. 
The directors may set the remuneration of any auditor of the Company.


 


PART 16 – SENDING OF RECORDS


 


16.1                        Manner of Sending Records. 
Unless the Business Corporations Act requires otherwise, a record may be
sent:


 


(a)           to the Company by delivery or mail to the Company at
the delivery address or mailing address of its registered office or by fax or
e-mail to a fax number or e-mail address specified by the Company for that
purpose;


 


(b)           to a director by delivery or mail to the director at
the prescribed address of that director or by fax or e-mail to the fax or
e-mail address specified for that purpose by the director;


 


(c)           to a shareholder by delivery or mail to the
shareholder at the registered address of that shareholder or by fax or 

e-mail to the fax or e-mail address specified for that purpose by the
shareholder; or


 


(d)           to the person entitled to a share in consequence of
the death or bankruptcy of a shareholder by delivery or mail or by fax or
e-mail to that person at the address specified for that purpose by the person
so entitled and until that address, fax number or e-mail address has been so
specified, the record may be sent in any manner in which it might have been
sent if the death or bankruptcy had not occurred.


 


16.2                        Sending to Joint Holders. 
A record may be sent by the Company to joint shareholders in respect of
a share registered in their names by sending the record to the joint
shareholder first named in the central securities register in respect of that
share.


 


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


 


(a)           mailing
the record, addressed to such person:


 


19

















 


	
  (i)

  	
   

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

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  at the address, if any, supplied to the Company for that
  purpose by the persons claiming to be so entitled; or

  



 


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


 


16.4                        Date Record Deemed Received. 
If a record is sent by mail, postage prepaid, that record is deemed to
have been received on the day, Saturdays, Sundays and holidays excepted,
following the date of mailing.  If a
record is sent by fax, e-mail or any other manner of transmitting visually
recorded messages, that record is deemed to have been received on the day it is
sent if received before or during statutory business hours that day and is
deemed to have been received on the day, Saturdays and holidays excepted,
following the date it is sent if received after statutory business hours or on
a Saturday or holiday.


 


PART 17 – NOTICES


 


17.1                        Minimum Number of Days. 
Notice of a general meeting must be sent to all shareholders holding
shares that carry the right to vote at general meetings at least 14 days before
the general meeting.  Notice of a class
or series meeting must be sent to all shareholders holding shares of that class
or series at least 14 days before the class or series meeting.


 


17.2                        Persons to Receive Notice. 
Notice of every general meeting must be sent to:


 


(a)           every shareholder holding a share
or shares carrying the right to vote at that meeting on the record date or, if
no record date was established by the directors, on the date the notice is
sent;


 


(b)           the personal representative of a
deceased shareholder if entitled to notice by the Business Corporations Act;


 


(c)           the trustee in bankruptcy of a
bankrupt shareholder if entitled to notice by the Business Corporations Act;


 


(d)           every director; and


 


(e)           the auditor, if any.


 


No other person is entitled to receive notices of general meetings.


 


17.3                        Manner of Sending Notice. 
Any notice required or permitted by the Business Corporations Act, the
regulations or these articles to be sent by or to a person may be sent in any
manner prescribed for the sending of a record by the Business Corporations Act,
the regulations or these articles and the provisions of section 6 and 7 of the
Business Corporations Act shall apply to such notice as if such notice were a
record as defined in the Interpretation Act of
British Columbia.


 


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PART 18 – EXECUTION OF DOCUMENTS


 


18.1                        Seal Optional. 
The directors may provide a common seal for the Company and may provide
for its use.  The directors have power to
destroy the common seal and may provide a new common seal.


 


18.2                        Official Seal. 
The directors may provide for use in any other province, state,
territory or country an official seal that must have on its face the name of
the province, state, territory or country where it is to be used.


 


18.3                        Affixing of Seal to Documents.  The directors must provide for the safe
custody of each of the Company’s seals, if any, which shall not be affixed to
any instrument except by the authority of a resolution of the directors and by
such person or persons as may be prescribed in and by that resolution and the
person or persons so prescribed must sign every instrument to which the seal of
the Company is affixed in his, her or their presence, provided that a
resolution directing the general use of a seal, if any, may at any time be
passed by the directors and applies to the use of that seal until countermanded
by another resolution of the directors. 
In the absence of any resolution so authorizing the use of any seal, any
seal of the Company may be affixed to any document that requires the seal of
the Company in the presence of all the directors.


 


PART 19 – INDEMNIFICATION


 


19.1                        Definitions.   In this Part 19:


 


(a)           “associated corporation” means a
corporation or entity that


 


(i)            is or was an affiliate of the
Company;


 


(ii)           is a corporation, other than the
Company, for which the eligible party is or was a director, alternate director
or officer, at the request of the Company, or


 


(iii)          is a partnership, trust, joint
venture or other unincorporated entity for which the eligible party holds or
held a position equivalent to that of a director or officer at the request of
the Company;


 


(b)           “eligible party” means a person
who is or was a director, alternate director or officer of the Company;


 


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


 


(d)           “eligible proceeding” means a
proceeding in which 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, alternate director or officer or holding or having held
a position equivalent to that of a director, alternate director or officer of
the Company or an associated corporation


 


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


 


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


 


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(e)           “expenses” includes costs,
charges and expenses, including legal and other fees, but does not include
judgments, penalties, fines or amounts paid in settlement of a proceeding;


 


(f)            “proceeding” includes any legal
proceeding or investigative action, whether current, threatened, pending or
completed.


 


19.2                        Mandatory Indemnification of Eligible Parties.  To the extent the Company is not so prohibited by the Business
Corporations Act, the Company must indemnify each eligible party and the heirs
and legal personal representatives of each eligible party against all eligible
penalties to which each eligible party 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 each eligible party in respect of that
proceeding.  Each eligible party is
deemed to have contracted with the Company on the terms of the indemnity contained
in this Part 19.


 


19.3                        Non-Compliance with Business Corporations Act.   The failure
of each eligible party 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.


 


19.4                        Advance Expenses. 
Unless
prohibited by applicable law or court order, the Company must pay, as they are
incurred, in advance of the final disposition of an eligible proceeding, the
expenses actually and reasonably incurred by an eligible party in respect of
the eligible proceeding provided that the Company shall not make such payments
unless the Company first receives from the eligible party a written undertaking
that, if it is ultimately determined that the payment of expenses is prohibited
by applicable law, the eligible party must repay the amounts advanced.


 


19.5                        Indemnity
Restricted. 
Despite
any other provision of this Part 19, the Company is not obliged to make
any payment that is prohibited by the Business Corporations Act or by court
order in force at the date the payment is made.


 


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


 


(a)           is or
was serving as a director, alternate director or officer of the Company;


 


(b)           is or
was serving as a director, alternate director or officer of any associated
corporation; or


 


(c)           at the
request of the Company, holds or held a position equivalent to that of a
director or officer of a partnership, trust, joint venture or other
unincorporated entity against any liability incurred by him or her in such
equivalent position.


 


PART 20 –
AUTHORIZED SHARE STRUCTURE


 


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


 


PART 21
– RESTRICTIONS ON BUSINESS OR POWERS


 


21.1                        No Restrictions. 
There are no restrictions on the business to be
carried on or the powers to be exercised by the Company.


 


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  Signature of Incorporator

   

  	
   

  
	
   

  	
   

  
	
  Print Full Name of Incorporator

  
	
   

  
	
  DATE:

  	
   

  	
   

  
			



 


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