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MAG SILVER CORP.(the Company)

The Company has as its articles the following articles.

|                                                                                                                    |                
|------------------------------------------------------------------------------------------------------------------- | ---------------
|Full name and signature of a director or officer of the Company                                                     | Date of signing
|/s/ Daniel T. MacInnis
[Signature of Director or Officer]                                                         | June 15, 2005  
|Daniel T. MacInnis
[Please Print Full name of Director or Officer]
President
(Please Print Relationship to Company) |                









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Incorporation number:
583882

MAG SILVER CORP.
(the Company)

ARTICLES



1.

Interpretation

7

1.1

Definitions

7

1.2

Business Corporations Act and Interpretation Act Definitions Applicable

7

2.

Shares and Share Certificates

7

2.1

Authorized Share Structure

7

2.2

Form of Share Certificate

7

2.3

Shareholder Entitled to Certificate or Acknowledgment

7

2.4

Delivery by Mail

8

2.5

Replacement of Worn Out or Defaced Certificate or Acknowledgement

8

2.6

Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment

8

2.7

Splitting Share Certificates

8

2.8

Certificate Fee

8

2.9

Recognition of Trusts

8

3.

Issue of Shares

9

3.1

Directors Authorized

9

3.2

Commissions and Discounts

9

3.3

Brokerage

9

3.4

Conditions of Issue

9

3.5

Share Purchase Warrants and Rights

9

4.

Share Registers

10

4.1

Central Securities Register

10

4.2

Closing Register

10

5.

Share Transfers

10

5.1

Registering Transfers

10

5.2

Form of Instrument of Transfer

10

5.3

Transferor Remains Shareholder

10

5.4

Signing of Instrument of Transfer

10

5.5

Enquiry as to Title Not Required

11

5.6

Transfer Fee

11

6.

Transmission of Shares

11

6.1

Legal Personal Representative Recognized on Death

11

6.2

Rights of Legal Personal Representative

11

7.

Purchase of Shares

11

7.1

Company Authorized to Purchase Shares

11

7.2

Purchase When Insolvent

11

7.3

Sale and Voting of Purchased Shares

12







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8.

Borrowing Powers

12

9.

Alterations

12

9.1

Alteration of Authorized Share Structure

12

9.2

Special Rights and Restrictions

13

9.3

Change of Name

13

9.4

Other Alterations

13

10.

Meetings of Shareholders

13

10.1

Annual General Meetings

13

10.2

Resolution Instead of Annual General Meeting

13

10.3

Calling of Meetings of Shareholders

13

10.4

Notice for Meetings of Shareholders

14

10.5

Record Date for Notice

14

10.6

Record Date for Voting

14

10.7

Failure to Give Notice and Waiver of Notice

14

10.8

Notice of Special Business at Meetings of Shareholders

14

10.9

Postponement of Meeting

15

11.

Proceedings at Meetings of Shareholders

15

11.1

Special Business

15

11.2

Special Majority

16

11.3

Quorum

16

11.4

One Shareholder May Constitute Quorum

16

11.5

Other Persons May Attend

16

11.6

Requirement of Quorum

16

11.7

Lack of Quorum

16

11.8

Lack of Quorum at Succeeding Meeting

17

11.9

Chair

17

11.10

Selection of Alternate Chair

17

11.11

Adjournments

17

11.12

Notice of Adjourned Meeting

17

11.13

Decisions by Show of Hands or Poll

17

11.14

Declaration of Result

18

11.15

Motion Need Not be Seconded

18

11.16

Casting Vote

18

11.17

Manner of Taking Poll

18

11.18

Demand for Poll on Adjournment

18

11.19

Chair Must Resolve Dispute

18

11.20

Casting of Votes

18

11.21

Demand for Poll

18

11.22

Demand for Poll Not to Prevent Continuance of Meeting

19

11.23

Retention of Ballots and Proxies

19

11.24

Ordinary Resolution Sufficient

19

12.

Votes of Shareholders

19

12.1

Number of Votes by Shareholder or by Shares

19

12.2

Votes of Persons in Representative Capacity

19

12.3

Votes by Joint Holders

19

12.4

Legal Personal Representatives as Joint Shareholders

20

12.5

Representative of a Corporate Shareholder

20







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12.6

Proxy Provisions Do Not Apply to All Companies

20

12.7

Appointment of Proxy Holders

20

12.8

Alternate Proxy Holders

21

12.9

Qualifications of Proxy Holders

21

12.10

Deposit of Proxy

21

12.11

Validity of Proxy Vote

21

12.12

Form of Proxy

21

12.13

Revocation of Proxy

22

12.14

Revocation of Proxy Must Be Signed

22

12.15

Production of Evidence of Authority to Vote

22

12.16

Chair to Determine Validity

22

12.17

Resolutions in Counterparts

22

12.18

Class or Series Meetings

23

13.

Directors

23

13.1

First Directors; Number of Directors

23

13.2

Change in Number of Directors

23

13.3

Directors' Acts Valid Despite Vacancy

23

13.4

Qualifications of Directors

23

13.5

Remuneration of Directors

24

13.6

Reimbursement of Expenses of Directors

24

13.7

Special Remuneration for Directors

24

13.8

Gratuity, Pension or Allowance on Retirement of Director

24

14.

Election and Removal of Directors

24

14.1

Election at Annual General Meeting

24

14.2

Consent to be a Director

24

14.3

Failure to Elect or Appoint Directors

25

14.4

Places of Retiring Directors Not Filled

25

14.5

Directors May Fill Casual Vacancies

25

14.6

Remaining Directors Power to Act

25

14.7

Shareholders May Fill Vacancies

25

14.8

Additional Directors

26

14.9

Ceasing to be a Director

26

14.10

Removal of Director by Shareholders

26

14.11

Removal of Director by Directors

26

15.

Alternate Directors

26

15.1

Appointment of Alternate Director

26

15.2

Notice of Meetings

27

15.3

Alternate for More Than One Director Attending Meetings

27

15.4

Consent Resolutions

27

15.5

Alternate Director Not an Agent

27

15.6

Revocation of Appointment of Alternate Director

27

15.7

Ceasing to be an Alternate Director

27

15.8

Remuneration and Expenses of Alternate Director

28

16.

Powers and Duties of Directors

28

16.1

Powers of Management

28

16.2

Appointment of Attorney of Company

28

16.3

Remuneration of Auditor

28







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17.

Disclosure of Interest of Directors

28

17.1

Obligation to Account for Profits

28

17.2

Restrictions on Voting by Reason of Interest

28

17.3

Interested Director Counted in Quorum

29

17.4

Disclosure of Conflict of Interest or Property

29

17.5

Director Holding Other Office in the Company

29

17.6

No Disqualification

29

17.7

Professional Services by Director or Officer

29

17.8

Director or Officer in Other Corporations

29

18.

Proceedings of Directors

30

18.1

Meetings of Directors

30

18.2

Voting at Meetings

30

18.3

Chair of Meetings

30

18.4

Meetings by Telephone or Other Communications Medium

30

18.5

Calling of Meetings

31

18.6

Notice of Meetings

31

18.7

When Notice Not Required

31

18.8

Meeting Valid Despite Failure to Give Notice

31

18.9

Waiver of Notice of Meetings

31

18.10

Quorum

31

18.11

Validity of Acts Where Appointment Defective

31

18.12

Consent Resolutions in Writing

32

18.13

Resolutions Need Not be Seconded and Chair May Move a Motion

32

19.

Executive and Other Committees

32

19.1

Appointment and Powers of Executive Committee

32

19.2

Appointment and Powers of Other Committees

32

19.3

Obligations of Committees

33

19.4

Powers of Board

33

19.5

Committee Meetings

33

19.6

Resolutions of Committees

33

20.

Officers

34

20.1

Directors May Appoint Officers

34

20.2

Functions, Duties and Powers of Officers

34

20.3

Qualifications

34

20.4

Remuneration and Terms of Appointment

34

21.

Indemnification

34

21.1

Definitions

34

21.2

Mandatory Indemnification of Directors and Former Directors

35

21.3

Indemnification of Other Persons

35

21.4

Non-Compliance withBusiness Corporations Act

35

21.5

Company May Purchase Insurance

35

22.

Dividends

35

22.1

Payment of Dividends Subject to Special Rights

35

22.2

Declaration of Dividends

35

22.3

No Notice Required

36

22.4

Record Date

36







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22.5

Manner of Paying Dividend

36

22.6

Settlement of Difficulties

36

22.7

When Dividend Payable

36

22.8

Dividends to be Paid in Accordance with Number of Shares

36

22.9

Receipt by Joint Shareholders

36

22.10

Dividend Bears No Interest

36

22.11

Fractional Dividends

36

22.12

Payment of Dividends

37

22.13

Capitalization of Surplus

37

22.14

Fractional Share Dividends

37

23.

Documents, Records and Reports

37

23.1

Recording of Financial Affairs

37

23.2

Inspection of Accounting Records

37

24.

Notices

37

24.1

Method of Giving Notice

37

24.2

Deemed Receipt of Mailing

38

24.3

Certificate of Sending

38

24.4

Notice to Joint Shareholders

38

24.5

Notice to Trustees

38

25.

Seal

39

25.1

Who May Attest Seal

39

25.2

Sealing Copies

39

25.3

Mechanical Reproduction of Seal

39

26.

Prohibitions

40

26.1

Definitions

40

26.2

Application

40

26.3

Consent Required for Transfer of Shares or Designated Securities

40

27.

Special Rights and Restrictions

40

27.1

Special Rights and Restrictions Attaching to Common Shares

40

27.2

Special Rights and Restrictions Attaching to Preferred Shares

41









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1.

INTERPRETATION

1.1

Definitions

In these Articles, unless the context otherwise requires:

(1)

board of directors, directors and board mean the directors or sole director of the Company for the time being;

(2)

Business Corporations Act means theBusiness Corporations Act(British Columbia) from time to
time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

(3)

legal personal representative means the personal or other legal representative of the shareholder;

(4)

registered address of a shareholder means the shareholder's address as recorded in the central securities register;

(5)

seal means the seal of the Company, if any.

1.2

Business Corporations Act and Interpretation Act Definitions Applicable

The definitions in theBusiness Corporations Actand the definitions and rules of construction in theInterpretation Act(British Columbia), with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to these Articles as if they were an enactment. If there is a conflict between a definition in theBusiness Corporations Actand a definition or rule in theInterpretation Actrelating to a term used in these Articles, the definition in theBusiness Corporations Actwill prevail in relation to the use of the term in these Articles. If there is a conflict between these Articles and theBusiness
Corporations Act, theBusiness Corporations Actwill prevail.

2.

SHARES AND SHARECERTIFICATES

2.1

Authorized Share Structure

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

2.2

Form of Share Certificate

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

2.3

Shareholder Entitled to Certificate or Acknowledgment

Each shareholder is entitled, without charge, to (a) one share certificate representing the shares of each class or series of shares registered in the shareholder's name or (b) a non-transferable written acknowledgment of the
shareholder's right to obtain such a share certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate and delivery of a share certificate for a share to one of
several joint shareholders or to one of the shareholders' duly authorized agents will be sufficient delivery to all; and provided further that the Company is not bound to issue certificates representing redeemable shares if such shares are to be
redeemed within one month of the date on which they were allotted.

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2.4

Delivery by Mail

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

2.5

Replacement of Worn Out or Defaced Certificate or Acknowledgement

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

(1)

order the share certificate or acknowledgment, as the case may be, to be cancelled; and

(2)

issue a replacement share certificate or acknowledgment, as the case may be.

2.6

Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment

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

(1)

proof satisfactory to them that the share certificate or acknowledgment is lost, stolen or destroyed; and

(2)

any indemnity the directors consider adequate.

2.7

Splitting Share Certificates

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

2.8

Certificate Fee

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

2.9

Recognition of Trusts

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

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3.

ISSUE OF SHARES

3.1

Directors Authorized

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

3.2

Commissions and Discounts

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

3.3

Brokerage

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

3.4

Conditions of Issue

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

(1)

consideration is provided to the Company for the issue of the share by one or more of the following: (a) past services performed for the Company; (b) property; (c) money; and

(2)

the value of the consideration received by the Company equals or exceeds the issue price set for the share under Article 3.1.

3.5

Share Purchase Warrants and Rights

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

4.

SHARE REGISTERS

4.1

Central Securities Register

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

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the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.

4.2

Closing Register

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

5.

SHARE TRANSFERS

5.1

Registering Transfers

Unless waived by the board generally or in a specific circumstance, a transfer of a share of the Company must not be registered unless:

(1)

a duly signed instrument of transfer in respect of the share has been received by the Company;

(2)

if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate has been surrendered to the Company; and

(3)

if a non-transferable written acknowledgment of the shareholder's right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgment has been surrendered to the
Company.

5.2

Form of Instrument of Transfer

The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company's share certificates or in any other form that may be approved by the directors from time to time.

5.3

Transferor Remains Shareholder

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

5.4

Signing of Instrument of Transfer

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

(1)

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

(2)

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

5.5

Enquiry as to Title Not Required

Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of
transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate

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owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares.

5.6

Transfer Fee

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

6.

TRANSMISSIONOFSHARES

6.1

Legal Personal Representative Recognized on Death

In case of the death of a shareholder, the legal personal representative, or if the shareholder was a joint holder, the surviving joint holder, will be the only person recognized by the Company as having any title to the
shareholder's interest in the shares. Before recognizing a person as a legal personal representative, the directors may require proof of appointment by a court of competent jurisdiction, a grant of letters probate, letters of administration or such
other evidence or documents as the directors consider appropriate.

6.2

Rights of Legal Personal Representative

The legal personal representative has the same rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, provided the
documents required by theBusiness Corporations Actand the directors have been deposited with the Company.

7.

PURCHASE OFSHARES

7.1

Company Authorized to Purchase Shares

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

7.2

Purchase When Insolvent

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

(1)

the Company is insolvent; or

(2)

making the payment or providing the consideration would render the Company insolvent.

7.3

Sale and Voting of Purchased Shares

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

(1)

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

(2)

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

(3)

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

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8.

BORROWINGPOWERS

The Company, if authorized by the directors, may:

(1)

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

(2)

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

(3)

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

(4)

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

9.

ALTERATIONS

9.1

Alteration of Authorized Share Structure

Subject to Article 9.2 and theBusiness Corporations Act, the Company may by directors resolution or an ordinary resolution:

(1)

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

(2)

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

(3)

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

(4)

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

(a)

decrease the par value of those shares; or

(b)

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

(5)

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

(6)

alter the identifying name of any of its shares; or

(7)

otherwise alter its shares or authorized share structure when required or permitted to do so by the

Business Corporations Act.

9.2

Special Rights and Restrictions

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

(1)

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

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(2)

vary or delete any special rights or restrictions attached to the shares of any class or series of shares, whether or not any or all of those shares have been issued.

9.3

Change of Name

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

9.4

Other Alterations

If theBusiness Corporations Actdoes not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by special
resolution alter these Articles.

10.

MEETINGSOFSHAREHOLDERS

10.1

Annual General Meetings

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

10.2

Resolution Instead of Annual General Meeting

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

10.3

Calling of Meetings of Shareholders

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

10.4

Notice for Meetings of Shareholders

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

(1)

if and for so long as the Company is a public company, 21 days;

(2)

otherwise, 10 days.

10.5

Record Date for Notice

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

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Corporations Act, by more than four months. The record date must not precede the date on which the meeting is held by fewer than:

(1)

if and for so long as the Company is a public company, 21 days;

(2)

otherwise, 10 days.

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

10.6

Record Date for Voting

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

10.7

Failure to Give Notice and Waiver of Notice

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

10.8

Notice of Special Business at Meetings of Shareholders

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

(1)

state the general nature of the special business; and

(2)

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

(a)

at the Company's records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and

(b)

during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

10.9

Postponement of Meeting

Where, in accordance with theBusiness Corporations Act, the Company has published in the prescribed manner a notice of a general meeting, 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 a postponement, the Company shall publish, in the same manner prescribed for the original notice, a notice of the postponement of the
meeting which notice shall include, if the date to which the meeting is postponed is known, the same information as is required by theBusiness Corporations Actto 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 theBusiness Corporations Act. The date to which any such meeting is postponed

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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 theBusiness Corporations Act.

11.

PROCEEDINGSATMEETINGS OFSHAREHOLDERS

11.1

Special Business

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

(1)

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

(2)

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

(a)

business relating to the conduct of or voting at the meeting;

(b)

consideration of any financial statements of the Company presented
to the meeting;

(c)

consideration of any reports of the directors or auditor;

(d)

the setting or changing of the number of directors;

(e)

the election or appointment of directors;

(f)

the appointment of an auditor;

(g)

the setting of the
remuneration of an auditor;

(h)

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

(i)

consideration and/or approval of acts, contracts, proceedings, appointments and payments of money made by the directors since the last annual reference date;

(j)

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

11.2

Special Majority

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

11.3

Quorum

Subject to Article 11.4 and to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is two shareholders, or two
proxyholders representing shareholders, or any combination thereof, holding not less than 5% of the issued shares entitled to be voted at the meeting.

11.4

One Shareholder May Constitute Quorum

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

(1)

the quorum is one person who is, or who represents by proxy, that shareholder, and

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(2)

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

11.5

Other Persons May Attend

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

11.6

Requirement of Quorum

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

11.7

Lack of Quorum

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

(1)

in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and

(2)

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

11.8

Lack of Quorum at Succeeding Meeting

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

11.9

Chair

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

(1)

the chair of the board, if any; or

(2)

if the chair of the board is absent or unwilling to act as chair of the meeting, the chief executive officer, if any; or

(3)

if the chair of the board and the chief executive officer are absent or unwilling to act as chair of the meeting, the president, if any.

Notwithstanding the foregoing, with the consent of the meeting, which consent may be expressed by the failure to object of any person present and entitled to vote, the lawyer for the Company may act as chair of the
meeting.

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11.10

Selection of Alternate Chair

Subject to Article 11.9, if, at any meeting of shareholders, there is no chair of the board, chief executive officer or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board,
chief executive officer and the president are unwilling to act as chair of the meeting, or if the chair of the board, chief executive officer and the president have advised the secretary, if any, or any director present at the meeting, that they
will not be present at the meeting, the directors present must choose one of their number to be chair of the meeting or if all of the directors present decline to take the chair or fail to so choose or if no director of the Company is present, the
shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.

11.11

Adjournments

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

11.12

Notice of Adjourned Meeting

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

11.13

Decisions by Show of Hands or Poll

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

11.14

Declaration of Result

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

11.15

Motion Need Not be Seconded

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

11.16

Casting Vote

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

11.17

Manner of Taking Poll

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

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(1)

the poll must be taken:

(a)

at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and

(b)

in the manner, at the time and at the place that the chair of the meeting directs;

(2)

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

(3)

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

11.18

Demand for Poll on Adjournment

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

11.19

Chair Must Resolve Dispute

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

11.20

Casting of Votes

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

11.21

Demand for Poll

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

11.22

Demand for Poll Not to Prevent Continuance of Meeting

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

11.23

Retention of Ballots and Proxies

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

11.24

Ordinary Resolution Sufficient

Unless theBusiness Corporations Actor these Articles otherwise provide, any action to be taken by a resolution of the shareholders may be taken by an ordinary
resolution.

12.

VOTES OFSHAREHOLDERS

12.1

Number of Votes by Shareholder or by Shares

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

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(1)

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

(2)

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

12.2

Votes of Persons in Representative Capacity

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

12.3

Votes by Joint Holders

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

(1)

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

(2)

if more than one of the joint shareholders is present at any meeting, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands
first on the central securities register in respect of the share will be counted.

12.4

Legal Personal Representatives as Joint Shareholders

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

12.5

Representative of a Corporate Shareholder

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

(1)

for that purpose, the instrument appointing a representative must:

(a)

be received at the registered office of the Company or at any other place specified, in the notice calling the meeting or accompanying information circular, for the receipt of proxies, at least the number of business days
specified in the notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting; or

(b)

be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting;

(2)

if a representative is appointed under this Article 12.5:

(a)

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

(b)

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

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

12.6

Proxy Provisions Do Not Apply to All Companies

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

12.7

Appointment of Proxy Holders

Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders of the Company may, by proxy, appoint one or more (but not more
than five) proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy. If a shareholder appoints more than one proxyholder for the same meeting, he shall specify the number of shares each
proxyholder is entitled to vote.

12.8

Alternate Proxy Holders

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

12.9

Qualifications of Proxy Holders

Any person, having attained the age of majority, may act as proxy holder whether or not he is entitled on his own behalf to be present and to vote at the meeting at which he acts as proxy holder. The proxy may authorize the person
so appointed to act as proxy holder for the appointor for the period, at any meeting or meetings, and to the extent permitted by theBusiness Corporations Act.

12.10

Deposit of Proxy

A proxy for a meeting of shareholders must:

(1)

be received at the registered office of the Company or at any other place specified, in the notice calling the meeting or the information circular sent to shareholders in respect of the meeting, for the receipt of proxies, at
least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting; or

(2)

unless the notice or information circular provides otherwise, be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting.

A proxy may be sent to the Company or its agent by written instrument, fax, email or any other method of transmitting legibly recorded messages, or by telephone or internet, or by any other method permitted under applicable
securities legislation.

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12.11

Validity of Proxy Vote

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

(1)

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

(2)

by the chair of the meeting, before the vote is taken.

12.12

Form of Proxy

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

[name of company](the Company)

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

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

Signed[month, day, year]

[Signature of shareholder]

[Name of shareholderprinted]

12.13

Revocation of Proxy

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

(1)

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

(2)

provided, at the meeting, to the chair of the meeting.

12.14

Revocation of Proxy Must Be Signed

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

(1)

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

(2)

if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 12.5.

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12.15

Production of Evidence of Authority to Vote

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

12.16

Chair to Determine Validity

The chair of the meeting may determine whether or not a proxy, deposited for use at such meeting, which may not strictly comply with the requirements of 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, conclusive and binding upon such meeting.

12.17

Resolutions in Counterparts

A resolution submitted to all shareholders entitled to vote and consented to in writing, whether by document, telegram, telex, facsimile, email or any method of transmitting legibly recorded messages, by the requisite number of
shareholders required to pass such resolution will be as valid and effectual as if it had been passed at a meeting of the shareholders 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 the shareholders and shall be effective on the date stated thereon.

12.18

Class or Series Meetings

Unless these Articles otherwise provide, and subject to theBusiness Corporations Act, the provisions of these Articles relating to general meetings shall apply, with the
necessary changes and so far as they are applicable, to a class or series meeting of shareholders holding a particular class or series of shares of the Company.

13.

DIRECTORS

13.1

First Directors; Number of Directors

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

(1)

subject to paragraphs (2) and (3), the number of directors that is equal to the number of the Company's first directors;

(2)

if the Company is a public company, the greater of three and the most recently set of:

(a)

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

(b)

the number of directors set under Article 14.4;

(3)

if the Company is not a public company, the most recently set of:

(a)

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

(b)

the number of directors set under Article 14.4.

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13.2

Change in Number of Directors

If the number of directors is set under Articles 13.1(2)(a) or 13.1(3)(a):

(1)

the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number;

(2)

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

13.3

Directors' Acts Valid Despite Vacancy

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

13.4

Qualifications of Directors

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

13.5

Remuneration of Directors

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

13.6

Reimbursement of Expenses of Directors

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

13.7

Special Remuneration for Directors

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

13.8

Gratuity, Pension or Allowance on Retirement of Director

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

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14.

ELECTIONANDREMOVAL OFDIRECTORS

14.1

Election at Annual General Meeting

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

(1)

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

(2)

all the directors cease to hold office immediately before the election or appointment of directors under paragraph (1), but are eligible for re-election or re-appointment.

14.2

Consent to be a Director

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

(1)

that individual consents to be a director in the manner provided for in theBusiness Corporations Act;

(2)

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

(3)

with respect to first directors, the designation is otherwise valid under theBusiness Corporations Act.

14.3

Failure to Elect or Appoint Directors

If:

(1)

the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by
which the annual general meeting is required to be held under theBusiness Corporations Act; or

(2)

the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors;

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

(3)

the date on which his or her successor is elected or appointed; and

(4)

the date on which he or she otherwise ceases to hold office under theBusiness Corporations Actor these Articles.

14.4

Places of Retiring Directors Not Filled

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

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14.5

Directors May Fill Casual Vacancies

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

14.6

Remaining Directors Power to Act

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

14.7

Shareholders May Fill Vacancies

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

14.8

Additional Directors

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

(1)

one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or

(2)

in any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.8.

Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 14.1(1), but is eligible for re-election or re-appointment.

14.9

Ceasing to be a Director

A director ceases to be a director when:

(1)

the term of office of the director expires;

(2)

the director dies;

(3)

the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or

(4)

the director is removed from office pursuant to Articles 14.10 or 14.11 .

14.10

Removal of Director by Shareholders

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

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with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.

14.11

Removal of Director by Directors

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

15.

ALTERNATEDIRECTORS

15.1

Appointment of Alternate Director

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

15.2

Notice of Meetings

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

15.3

Alternate for More Than One Director Attending Meetings

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

(1)

will be counted in determining the quorum for a meeting of directors once for each of his or her appointors and, in the case of an appointee who is also a director, once more in that capacity;

(2)

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

(3)

will be counted in determining the quorum for a meeting of a committee of directors once for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that
committee as a director, once more in that capacity;

(4)

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

15.4

Consent Resolutions

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

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15.5

Alternate Director Not an Agent

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

15.6

Revocation of Appointment of Alternate Director

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

15.7

Ceasing to be an Alternate Director

The appointment of an alternate director ceases when:

(1)

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

(2)

the alternate director dies;

(3)

the alternate director resigns as an alternate director by notice in writing provided to the Company or a lawyer for the Company;

(4)

the alternate director ceases to be qualified to act as a director;

(5)

his or her appointor revokes the appointment of the alternate director; or

(6)

specified in the notice of appointment.

15.8

Remuneration and Expenses of Alternate Director

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

16.

POWERSANDDUTIES OFDIRECTORS

16.1

Powers of Management

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

16.2

Appointment of Attorney of Company

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

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convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in
him or her.

16.3

Remuneration of Auditor

The directors may set the remuneration of the auditor.

17.

DISCLOSUREOFINTEREST OFDIRECTORS

17.1

Obligation to Account for Profits

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

17.2

Restrictions on Voting by Reason of Interest

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

17.3

Interested Director Counted in Quorum

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

17.4

Disclosure of Conflict of Interest or Property

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

17.5

Director Holding Other Office in the Company

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

17.6

No Disqualification

No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor,

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purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.

17.7

Professional Services by Director or Officer

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

17.8

Director or Officer in Other Corporations

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

18.

PROCEEDINGSOFDIRECTORS

18.1

Meetings of Directors

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

18.2

Voting at Meetings

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

18.3

Chair of Meetings

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

(1)

the chair of the board, if any;

(2)

in the absence of the chair of the board, the chief executive officer, if any, if the chief executive officer is a director, and in the absence of a chief executive officer, the president, if any, if the president is a
director; or

(3)

any other director chosen by the directors if:

(a)

neither the chair of the board nor the chief executive officer, if a director, nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting;

(b)

neither the chair of the board nor the chief executive officer, if a director, nor the president, if a director, is willing to chair the meeting; or

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(c)

the chair of the board and the chief executive officer, if a director, and the president, if a director, have advised the secretary, if any, or any other director, that they will not be present at the meeting.

Notwithstanding the foregoing, with the consent of the meeting, the lawyer for the Company may act as chair of a meeting of the directors.

18.4

Meetings by Telephone or Other Communications Medium

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

18.5

Calling of Meetings

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

18.6

Notice of Meetings

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

18.7

When Notice Not Required

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

(1)

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

(2)

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

18.8

Meeting Valid Despite Failure to Give Notice

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

18.9

Waiver of Notice of Meetings

Any director or alternate director may send to the Company a document signed by him or her waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to
meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director and, unless the

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director otherwise requires by notice in writing to the Company, to his or her alternate director, and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been
given to such director or alternate director.

18.10

Quorum

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

18.11

Validity of Acts Where Appointment Defective

Subject to theBusiness Corporations Act, an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in
the qualification of that director or officer. Subject to theBusiness Corporations Act, all acts done at any meeting of the directors or of a committee of directors shall, notwithstanding
that it be afterwards discovered that there was some defect in the qualification, election or appointment of any such directors or of the members of such committee or person acting as aforesaid, or that they or any of them were disqualified, be as
valid as if every such person had been duly elected or appointed and was qualified to be a director.

18.12

Consent Resolutions in Writing

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

18.13

Resolutions Need Not be Seconded and Chair May Move a Motion

No resolution proposed at a meeting of directors need be seconded, and the chair of any meeting may move or propose a resolution.

19.

EXECUTIVEANDOTHERCOMMITTEES

19.1

Appointment and Powers of Executive Committee

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

(1)

the power to fill vacancies in the board of directors;

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(2)

the power to remove a director;

(3)

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

(4)

such other powers, if any, as may be set out in the resolution or any subsequent directors' resolution.

19.2

Appointment and Powers of Other Committees

The directors may, by resolution:

(1)

appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate;

(2)

delegate to a committee appointed under paragraph (1) any of the directors' powers, except:

(a)

the power to fill vacancies in the board of directors;

(b)

the power to remove a director;

(c)

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

(d)

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

(3)

make any delegation referred to in paragraph (2) subject to the conditions set out in the resolution or any subsequent directors' resolution.

19.3

Obligations of Committees

Any committee appointed under Articles 19.1 or 19.2, in the exercise of the powers delegated to it, must: (1) conform to any rules that may from time to time be imposed on it by the directors; and (2) report every act or thing
done in exercise of those powers at such times as the directors may require.

19.4

Powers of Board

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

(1)

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

(2)

terminate the appointment of, or change the membership of, the committee; and

(3)

fill vacancies in the committee.

19.5

Committee Meetings

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

(1)

the committee may meet and adjourn as it thinks proper;

(2)

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

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(3)

a majority of the members of the committee constitutes a quorum of the committee; and

(4)

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

19.6

Resolutions of Committees

Each committee must keep regular minutes of its transactions and cause them to be recorded in the books kept for that purpose. A resolution approved in writing by all the members of a committee will be as valid and effective as if
it had been passed at a meeting of such committee duly called and constituted. Such resolution may be in two or more counterparts which together shall be deemed to constitute one resolution in writing. Such resolution must be filed with the minutes
of the proceedings of the committee and will be effective on the date stated thereon.

20.

OFFICERS

20.1

Directors May Appoint Officers

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

20.2

Functions, Duties and Powers of Officers

The directors may, for each officer:

(1)

determine the functions and duties of the officer;

(2)

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

(3)

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

20.3

Qualifications

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

20.4

Remuneration and Terms of Appointment

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

21.

INDEMNIFICATION

21.1

Definitions

In this Article 21:

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(1)

eligible penalty means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;

(2)

eligible proceeding means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director or alternate director of the Company (an eligible
party) or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or alternate director of the Company:

(a)

is or may be joined as a party; or

(b)

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

(3)

expenses has the meaning set out in theBusiness Corporations Act.

21.2

Mandatory Indemnification of Directors and Former Directors

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

21.3

Indemnification of Other Persons

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

21.4

Non-Compliance withBusiness Corporations Act

The failure of a director, alternate director or officer of the Company to comply with theBusiness Corporations Actor these Articles does not invalidate any indemnity to
which he or she is entitled under this Article 21.

21.5

Company May Purchase Insurance

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

(1)

is or was a director, alternate director, officer, employee or agent of the Company;

(2)

is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;

(3)

at the request of the Company, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;

(4)

at the request of the Company, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity;

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

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22.

DIVIDENDS

22.1

Payment of Dividends Subject to Special Rights

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

22.2

Declaration of Dividends

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

22.3

No Notice Required

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

22.4

Record Date

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

22.5

Manner of Paying Dividend

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

22.6

Settlement of Difficulties

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

(1)

set the value for distribution of specific assets;

(2)

determine that cash payments in substitution for all or any part of the specific assets to which any shareholders are entitled may be made to any shareholders on the basis of the value so fixed in order to adjust the rights of
all parties; and

(3)

vest any such specific assets in trustees for the persons entitled to the dividend.

22.7

When Dividend Payable

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

22.8

Dividends to be Paid in Accordance with Number of Shares

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

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22.9

Receipt by Joint Shareholders

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

22.10

Dividend Bears No Interest

No dividend bears interest against the Company.

22.11

Fractional Dividends

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

22.12

Payment of Dividends

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

22.13

Capitalization of Surplus

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

22.14

Fractional Share Dividends

Notwithstanding any other provisions of these Articles, should any dividend result in any shareholders being entitled to a fractional part of a share of the Company, the directors shall have the right to pay such shareholders in
place of that fractional share, the cash equivalent thereof calculated on the par value thereof or, in the case of shares without par value, calculated on the price or consideration for which such shares were or were deemed to be issued, and shall
have the further right and complete discretion to carry out such distribution and to adjust the rights of the shareholders with respect thereon on as practical and equitable a basis as possible including the right to arrange through a fiscal agent
or otherwise for the sale, consolidation or other disposition of those fractional shares on behalf of those shareholders of the Company.

23.

DOCUMENTS, RECORDS ANDREPORTS

23.1

Recording of Financial Affairs

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

23.2

Inspection of Accounting Records

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

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24.

NOTICES

24.1

Method of Giving Notice

Unless theBusiness Corporations Actor these Articles provide otherwise, a notice, statement, report or other record (collectively a record) required or
permitted by theBusiness Corporations Actor these Articles to be sent by or to a person may be sent by any one of the following methods:

(1)

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

(a)

for a record mailed to a shareholder, the shareholder's registered address;

(b)

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

(c)

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

(2)

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

(a)

for a record delivered to a shareholder, the shareholder's registered address;

(b)

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

(c)

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

(3)

sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;

(4)

sending the record by email to the email address provided by the intended recipient for the sending of that record or records of that class;

(5)

sending the record by any other method permitted by applicable securities legislation; or

(6)

physical delivery to the intended recipient.

24.2

Deemed Receipt of Mailing

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

24.3

Certificate of Sending

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

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24.4

Notice to Joint Shareholders

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

24.5

Notice to Trustees

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

(1)

mailing the record, addressed to them:

(a)

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

(b)

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

(2)

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

25.

SEAL

25.1

Who May Attest Seal

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

(1)

any two directors;

(2)

any officer, together with any director;

(3)

if the Company only has one director, that director; or

(4)

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

25.2

Sealing Copies

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

25.3

Mechanical Reproduction of Seal

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

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to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has
been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.

26.

PROHIBITIONS

26.1

Definitions

In this Article 26:

(1)

designated security means:

(a)

a voting security of the Company;

(b)

a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or, on the liquidation or winding up of the Company, in its assets; or

(c)

a security of the Company convertible, directly or indirectly, into a security described in paragraph (a) or (b);

(2)

security has the meaning assigned in theSecurities Act(British Columbia); (3) voting security means a security of the Company that:

(a)

is
not a debt security, and

(b)

carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

26.2

Application

Article 26.3 does not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory
Reporting Company Provisions apply, or a company which is a reporting issuer as defined in theSecurities Act(British Columbia).

26.3

Consent Required for Transfer of Shares or Designated Securities

Notwithstanding any other provision of these Articles, while the Company is, or becomes, a company which is not a reporting issuer as defined in theSecurities Act(British Columbia), no share or designated security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or
other disposition.

27.

SPECIALRIGHTS ANDRESTRICTIONS

27.1

Special Rights and Restrictions Attaching to Common Shares

The Common shares, as a class, shall confer on the holders thereof and shall be subject to the following special rights and restrictions:

(1)

Voting.  The holders of the Common shares shall be entitled to receive notice of and to attend all meetings of the shareholders of the Company and shall have one vote
for each Common share held at all meetings of the shareholders of the Company, except meetings at which only holders of another specified class or series of shares of the Company are entitled to vote separately as a class or series.

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(2)

Dividends.  Subject to the prior rights of the holders of the Preferred shares and any other shares ranking senior to the Common shares with respect to priority in the
payment of dividends, the holders of Common shares shall be entitled to receive dividends and the Company shall pay dividends thereon, as and when declared by the directors of the Company out of moneys properly applicable to the payment of
dividends, in such amount and in such form as the directors of the Company may from time to time determine and all dividends which the directors of the Company may declare on the Common shares shall be declared and paid in equal amounts per share on
all Common shares at the time outstanding.

(3)

Participation on Liquidation. In the event of the liquidation, dissolution or winding-up of the Company or any other distribution of assets of the Company among its
shareholders for the purpose of winding-up its affairs or upon a reduction of capital, the holders of the Common shares shall, subject to the prior rights of the holders of the Preferred shares and any other shares ranking senior to the Common
shares in respect of priority in the distribution of assets upon liquidation, dissolution, winding-up or any other distribution of assets for the purpose of winding-up or a reduction of capital, be entitled to share equally, share for share, in the
remaining assets and property of the Company.

27.2

Special Rights and Restrictions Attaching to Preferred Shares

The Preferred shares, as a class, shall confer on the holders thereof and shall be subject to the following special rights and restrictions:

(1)

One or More Series. The directors may issue Preferred shares in one or more series.

(2)

Creation or Deletion of Series. The directors may alter by resolution the Notice of Articles and/or the Articles of the Company to fix or change the number of shares
in, and to determine the designation and special rights and restrictions attaching to the shares of each series of Preferred shares, including, but without in any way limiting or restricting the generality of the foregoing:

(a)

Voting. The directors may confer on the holders of any series of Preferred shares the right to notice of or to be present or to vote, either in person or by proxy, at
any general meeting of the shareholders of the Company other than a separate meeting of the holders of the Preferred shares, or of the holders of shares of a series of the Preferred shares, as the case may be;

(b)

Dividends. The directors may create, define or attach to any series of Preferred shares the rate or amount of dividends (whether cumulative, non-cumulative or
partially cumulative), the dates, places and currencies of payment thereof and may allow the directors to declare dividends with respect to the Common shares only or with respect to any series of Preferred shares only or with respect to any
combination of two or more such classes or series of classes;

(3)

If Series Entitled to Cumulative Dividend.  Where the Preferred shares or one or more series of Preferred shares are entitled to cumulative dividends, and where
cumulative dividends in respect of the Preferred shares or a series of Preferred shares are not paid in full, the shares of all series of Preferred shares entitled to cumulative dividends shall participate rateably in respect of accumulated
dividends in accordance with the amounts that would be payable on those shares if all the accumulated dividends were paid in full.

(4)

All Series of Preferred Shares Participate Rateably on Winding-Up.  Where amounts payable on a winding-up are not paid in full or on the occurrence of any other event
where the holders of the shares of all series of Preferred shares are entitled to a return of capital but are not paid in full, the shares of all series of Preferred shares shall participate rateably in a return of capital in respect of Preferred
shares in accordance with the amounts that would be payable on the return of capital if all amounts so payable were paid in full.

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(5)

No Priority. No special rights or restrictions attached to a series of Preferred shares shall confer on theseries priority over another series of Preferred shares then outstanding respecting:

(a)

dividends, or

(b)

a return of capital:

(i)

in winding-up, or

(ii)

on the occurrence of another event that would result in the holders of all series ofPreferred shares being entitled to a return of capital.

(6)

Special Rights and Restrictions of Issued Series. A directors resolution pursuant to paragraph 28.2 (2)above must be passed before the issue of shares of the series to which the resolution relates, and afterthe issue of shares of that series the number of shares in, the designation of, and the special rights andrestrictions attached to that series may be added to, altered, varied or abrogated only in accordancewith the British ColumbiaBusiness Corporations Act.

(7)

Priority on Liquidation.  Except as provided herein, in the event of the liquidation, dissolution orwinding-up of the Company or any distribution of its assets for the purpose of winding-up its affairs,after the payment of dividends declared but unpaid, the holders of the Preferred shares shall be entitledpari passu to be paid such amount as the special rights and restrictions attaching to such shares shallprovide, or in the absence of any express provision with respect thereto, the amount of capital paid upin respect thereof per share for each Preferred share held by them, out of the assets of the Company inpreference to and with priority over any payment or distribution of any capital asset or monies amongthe holders of any Common shares or any other shares ranking junior to the preferred shares in respectof priority or the distribution of assets upon liquidation, dissolution or winding-up or any otherdistribution of assets for the purpose of winding-up or a reduction of capital, of the Company.

(8)

The foregoing provisions of these Articles shall apply to all Preferred shares except as expresslyprovided in the special rights and restrictions which the directors may create, define or attach to anyseries of Preferred shares.



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