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AMENDED AND RESTATED BYLAWS OFCANYON COPPER
CORP.

(A NEVADA CORPORATION)

ARTICLE I

OFFICES

Section 1. Registered
Office. The registered office of Canyon Copper Corp. (the Corporation) in
the State of Nevada shall be in such location as the directors determine in the
State of Nevada.

Section 2. Other Offices.The Corporation shall also have and maintain an office or principal place of
business at such place as may be fixed by the Board of Directors, and may also
have offices at such other places, both within and without the State of Nevada
as the Board of Directors may from time to time determine or the business of the
Corporation may require.

ARTICLE II

CORPORATE SEAL

Section 3. Corporate Seal.
The corporate seal shall consist of a die bearing the name of the Corporation
and the inscription, Corporate Seal-Nevada." Said seal may be used by causing
it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.

ARTICLE III

STOCKHOLDERS MEETINGS

Section 4. Place of Meetings.Meetings of the stockholders of the Corporation shall be held at such place,
either within or without the State of Nevada, as may be designated from time to
time by the Board of Directors, or, if not so designated, then at the office of
the Corporation required to be maintained pursuant to Section 2 hereof.

Section 5. Annual Meeting.

(a) The annual meeting of the
stockholders of the Corporation, for the purpose of election of directors and
for such other business as may lawfully come before it, shall be held each year
on such date and at such time as may be designated from time to time by the
Board of Directors, provided that the date of such annual meeting shall be no
later than the earlier of six months after the Corporations most recently ended
fiscal year or fifteen months after its last annual meeting.

(b) At an annual meeting of the
stockholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before an annual meeting,
business must be: (A) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, (B) otherwise
properly brought before the meeting by or at the direction of the Board of
Directors, or (C) otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation not later than the close of business on the one hundred and
twentieth (120th) calendar day prior to the date that is the first
anniversary of the date of the preceding year's mailing to registered
stockholders of the proxy statement for the Corporations annual meeting of
stockholders; provided, however, that in the event that no annual meeting was
held in the previous year or the date of the annual meeting has been changed by
more than thirty (30) days from the date contemplated at the time of the
previous year's proxy statement, notice by the stockholder to be timely must be
a reasonable time before the Corporation begins to print and send its proxy
materials to registered stockholders. A stockholder's notice to the Secretary
shall set forth as to each matter the stockholder proposes to bring
before the annual meeting: (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such business, (iii) the class
and number of shares of the Corporation which are beneficially owned by the
stockholder, (iv) any material interest of the stockholder in such business, and
(v) any other information that is required to be provided by the stockholder
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "1934 Act"), in his capacity as a proponent to a stockholder proposal.
Notwithstanding the foregoing, in order to include information with respect to a
stockholder proposal in the proxy statement and form of proxy for a
stockholder's meeting, stockholders must provide notice as required by the
regulations promulgated under the 1934 Act. Notwithstanding anything in these
Bylaws to the contrary, no business shall be conducted at any annual meeting
except in accordance with the procedures set forth in this paragraph (b). The
chairman of the annual meeting shall, if the facts warrant, determine and
declare at the meeting that business was not properly brought before the meeting
and in accordance with the provisions of this paragraph (b), and, if he should
so determine, he shall so declare at the meeting that any such business not
properly brought before the meeting shall not be transacted.

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(c) Only persons who are
confirmed in accordance with the procedures set forth in this paragraph (c)
shall be eligible for election as directors. Nominations of persons for election
to the Board of Directors of the Corporation may be made at a meeting of
stockholders by or at the direction of the Board of Directors or by any
stockholder of the Corporation entitled to vote in the election of directors at
the meeting who complies with the notice procedures set forth in this paragraph
(c). Such nominations, other than those made by or at the direction of the Board
of Directors, shall be made pursuant to timely notice in writing to the
Secretary of the Corporation in accordance with the provisions of paragraph (b)
of this Section 5. Such stockholder's notice shall set forth (i) as to each
person, if any, whom the stockholder proposes to nominate for election or
re-election as a director: (A) the name, age, business address and residence
address of such person, (B) the principal occupation or employment of such
person, (C) the class and number of shares of the Corporation which are
beneficially owned by such person, (D) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nominations are to
be made by the stockholder, and (E) any other information relating to such
person that is required to be disclosed in solicitations of proxies for election
of directors, or is otherwise required, in each case pursuant to Regulation 14A
under the 1934 Act (including without limitation such person's written consent
to being named in the proxy statement, if any, as a nominee and to serving as a
director if elected); and (ii) as to such stockholder giving notice, the
information required to be provided pursuant to paragraph (b) of this Section 5.
At the request of the Board of Directors, any person nominated by a stockholder
for election as a director shall furnish to the Secretary of the Corporation
that information required to be set forth in the stockholder's notice of
nomination which pertains to the nominee. No person shall be eligible for
election as a director of the Corporation unless nominated in accordance with
the procedures set forth in this paragraph (c). The chairman of the meeting
shall, if the facts warrant, determine and declare at the meeting that a
nomination was not made in accordance with the procedures prescribed by these
Bylaws, and if he should so determine, he shall so declare at the meeting, and
the defective nomination shall be disregarded.

(d) For purposes of this Section
5, "public announcement" shall mean disclosure in a press release reported by
the Dow Jones News Service, Associated Press or comparable national news service
or in a document publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to Section 13, 14 or 15(d) of the 1934 Act.

Section 6. Special
Meetings.

(a) Special meetings of the
stockholders of the Corporation may be called, for any purpose or purposes, by
(i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer, or
(iii) the Board of Directors pursuant to a resolution adopted by a majority of
the total number of authorized directors (whether or not there exist any
vacancies in previously authorized directorships at the time any such resolution
is presented to the Board of Directors for adoption), and shall be held at such
place, on such date, and at such time as the Board of Directors, shall
determine.

(b) If a special meeting is
called by any person or persons other than the Board of Directors, the request
shall be in writing, specifying the general nature of the business proposed to
be transacted, and shall be delivered personally or sent by registered mail or
by telegraphic or other facsimile transmission to the Chairman of the Board of
Directors, the Chief Executive Officer, or the Secretary of the Corporation. No
business may be transacted at such special meeting otherwise than specified in
such notice. The Board of Directors shall determine the time and place of such special meeting, which
shall be held not less than thirty-five (35) nor more than one hundred twenty
(120) days after the date of the receipt of the request. Upon determination of
the time and place of the meeting, the officer receiving the request shall cause
notice to be given to the stockholders entitled to vote, in accordance with the
provisions of Section 7 of these Bylaws. If the notice is not given within sixty
(60) days after the receipt of the request, the person or persons requesting the
meeting may set the time and place of the meeting and give the notice. Nothing
contained in this paragraph (b) shall be construed as limiting, fixing, or
affecting the time when a meeting of stockholders called by action of the Board
of Directors may be held.

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Section 7. Notice of Meetings.Except as otherwise provided by law or the Articles of Incorporation,
written notice of each meeting of stockholders shall be given not less than ten
(10) nor more than sixty (60) days before the date of the meeting to each
stockholder entitled to vote at such meeting, such notice to specify the place,
date and hour and purpose or purposes of the meeting. Notice of the time, place
and purpose of any meeting of stockholders may be waived in writing, signed by
the person entitled to notice thereof, either before or after such meeting, and
will be waived by any stockholder by his attendance thereat in person or by
proxy, except when the stockholder attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Any stockholder so
waiving notice of such meeting shall be bound by the proceedings of any such
meeting in all respects as if due notice thereof had been given.

Section 8. Quorum.At all
meetings of stockholders, except where otherwise provided by statute or by the
Articles of Incorporation, or by these Bylaws, the presence, in person or by
proxy duly authorized, of the holder or holders of not less than one percent
(1%) of the outstanding shares of stock entitled to vote shall constitute a
quorum for the transaction of business. In the absence of a quorum, any meeting
of stockholders may be adjourned, from time to time, either by the chairman of
the meeting or by vote of the holders of a majority of the shares represented
thereat, but no other business shall be transacted at such meeting. The
stockholders present at a duly called or convened meeting, at which a quorum is
present, may continue to transact business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a quorum. Except as
otherwise provided by law, the Articles of Incorporation or these Bylaws, all
action taken by the holders of a majority of the votes cast, excluding
abstentions, at any meeting at which a quorum is present shall be valid and
binding upon the Corporation; provided, however, that directors shall be elected
by a plurality of the votes of the shares present in person or represented by
proxy at the meeting and entitled to vote on the election of directors. Where a
separate vote by a class or classes or series is required, except where
otherwise provided by the statute or by the Articles of Incorporation or these
Bylaws, a majority of the outstanding shares of such class or classes or series,
present in person or represented by proxy, shall constitute a quorum entitled to
take action with respect to that vote on that matter and, except where otherwise
provided by the statute or by the Articles of Incorporation or these Bylaws, the
affirmative vote of the majority (plurality, in the case of the election of
directors) of the votes cast, including abstentions, by the holders of shares of
such class or classes or series shall be the act of such class or classes or
series.

Section 9. Adjournment and
Notice of Adjourned Meetings.Any meeting of stockholders, whether annual or
special, may be adjourned from time to time either by the chairman of the
meeting or by the vote of a majority of the shares casting votes, excluding
abstentions. When a meeting is adjourned to another time or place, notice need
not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting, the Corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than thirty
(30) days or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

Section 10. Voting Rights.For the purpose of determining those stockholders entitled to vote at any
meeting of the stockholders, except as otherwise provided by law, only persons
in whose names shares stand on the stock records of the Corporation on the
record date, as provided in Section 12 of these Bylaws, shall be entitled to
vote at any meeting of stockholders. Every person entitled to vote shall have
the right to do so either in person or by an agent or agents authorized by a
proxy granted in accordance with Nevada law. An agent so appointed need not be a
stockholder. No proxy shall be voted after six (6) months from its date of
creation unless the proxy provides for a longer period, which may not exceed
seven (7) years from the date of its creation.

Section 11. Joint Owners of
Stock.If shares or other securities having voting power stand of record in
the names of two (2) or more persons, whether fiduciaries, members of a
partnership, joint tenants, tenants in common, tenants by the entirety, or
otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary
is given written notice to the contrary and is furnished with a copy of the
instrument or order appointing them or creating the relationship wherein it is
so provided, their acts with respect to voting shall have the following effect:
(a) if only one (1) votes, his act binds all; (b) if more than one (1) votes,
the act of the majority so voting binds all; and (c) if more than one (1) votes,
but the vote is evenly split on any particular matter, each faction may vote the
securities in question proportionally.

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Section 12. List of
Stockholders.The Secretary shall prepare and make, at least ten (10) days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at said meeting, arranged in alphabetical order, showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting, either at a place within
the city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not specified, at the place where the meeting is
to be held. The list shall be produced and kept at the time and place of meeting
during the whole time thereof and may be inspected by any stockholder who is
present.

Section 13. Action Without
Meeting.No action shall be taken by the stockholders except at an annual or
special meeting of stockholders called in accordance with these Bylaws, or by
the written consent of the stockholders in accordance with Chapter 78 of the
Nevada Revised Statutes.

Section 14. Organization.

(a) At every meeting of
stockholders, the Chairman of the Board of Directors, or, if a Chairman has not
been appointed or is absent, the President, or, if the President is absent, a
chairman of the meeting chosen by a majority in interest of the stockholders
entitled to vote, present in person or by proxy, shall act as chairman. The
Secretary, or, in his absence, an Assistant Secretary directed to do so by the
President, shall act as secretary of the meeting.

(b) The Board of Directors of the
Corporation shall be entitled to make such rules or regulations for the conduct
of meetings of stockholders as it shall deem necessary, appropriate or
convenient. Subject to such rules and regulations of the Board of Directors, if
any, the chairman of the meeting shall have the right and authority to prescribe
such rules, regulations and procedures and to do all such acts as, in the
judgment of such chairman, are necessary, appropriate or convenient for the
proper conduct of the meeting, including, without limitation, establishing an
agenda or order of business for the meeting, rules and procedures for
maintaining order at the meeting and the safety of those present, limitations on
participation in such meeting to stockholders of record of the Corporation and
their duly authorized and constituted proxies and such other persons as the
chairman shall permit, restrictions on entry to the meeting after the time fixed
for the commencement thereof, limitations on the time allotted to questions or
comments by participants and regulation of the opening and closing of the polls
for balloting on matters which are to be voted on by ballot. Unless and to the
extent determined by the Board of Directors or the chairman of the meeting,
meetings of stockholders shall not be required to be held in accordance with
rules of parliamentary procedure.

ARTICLE IV

DIRECTORS

Section 15. Number and
Qualification.The authorized number of directors of the Corporation shall
be not less than one (1) nor more than thirteen (13) as fixed from time to time
by resolution of the Board of Directors; providedthat no decrease in the
number of directors shall shorten the term of any incumbent directors. Directors
need not be stockholders unless so required by the Articles of Incorporation. If
for any cause, the directors shall not have been elected at an annual meeting,
they may be elected as soon thereafter as convenient at a special meeting of the
stockholders called for that purpose in the manner provided in these Bylaws.

Section 16. Powers.

(a) The powers of the Corporation
shall be exercised, its business conducted and its property controlled by the
Board of Directors, except as may be otherwise provided by statute or by the
Articles of Incorporation.

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(b) Notwithstanding the forgoing,
for so long as the Corporation is listed on a Canadian Stock Exchange, any
rights of the Board of Directors under Nevada law to take action to protect the
interests of the Corporation and its stockholders by granting or denying any
rights, privileges, power or authorities of the Corporations stockholders shall
not be exercised by the Board of Directors.

Section 17. Vacancies.Unless otherwise provided in the Articles of Incorporation, any vacancies on
the Board of Directors resulting from death, resignation, disqualification,
removal or other causes and any newly created directorships resulting from any
increase in the number of directors, shall unless the Board of Directors
determines by resolution that any such vacancies or newly created directorships
shall be filled by stockholder vote, be filled only by the affirmative vote of a
majority of the directors then in office, even though less than a quorum of the
Board of Directors. Any director elected in accordance with the preceding
sentence shall hold office for the remainder of the full term of the director
for which the vacancy was created or occurred and until such director's
successor shall have been elected and qualified. A vacancy in the Board of
Directors shall be deemed to exist under this Bylaw in the case of the death,
removal or resignation of any director.

Section 18. Resignation.Any director may resign at any time by delivering his written resignation to
the Secretary, such resignation to specify whether it will be effective at a
particular time, upon receipt by the Secretary or at the pleasure of the Board
of Directors. If no such specification is made, it shall be deemed effective at
the pleasure of the Board of Directors. When one or more directors shall resign
from the Board of Directors, effective at a future date, a majority of the
directors then in office, including those who have so resigned, shall have power
to fill such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective, and each director so chosen
shall hold office for the unexpired portion of the term of the director whose
place shall be vacated and until his successor shall have been duly elected and
qualified.

Section 19. Removal.Subject to the Articles of Incorporation, any director may be removed by the
affirmative vote of the holders of not less than two-thirds (2/3) of the
outstanding shares of the Corporation then entitled to vote, with or without
cause.

Section 20. Meetings.

(a) Annual Meetings.The
annual meeting of the Board of Directors shall be held immediately after the
annual meeting of stockholders and at the place where such meeting is held. No
notice of an annual meeting of the Board of Directors shall be necessary and
such meeting shall be held for the purpose of electing officers and transacting
such other business as may lawfully come before it.

(b) Regular Meetings.Except as hereinafter otherwise provided, regular meetings of the Board of
Directors shall be held in the office of the Corporation required to be
maintained pursuant to Section 2 hereof. Unless otherwise restricted by the
Articles of Incorporation, regular meetings of the Board of Directors may also
be held at any place within or without the State of Nevada which has been
designated by resolution of the Board of Directors or the written consent of all
directors.

(c) Special Meetings.Unless otherwise restricted by the Articles of Incorporation, special
meetings of the Board of Directors may be held at any time and place within or
without the State of Nevada whenever called by the Chairman of the Board, the
President or any two of the directors.

(d) Telephone Meetings.Any member of the Board of Directors, or of any committee thereof, may
participate in a meeting by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting by such means shall
constitute presence in person at such meeting.

(e) Notice of Meetings.Notice of the time and place of all special meetings of the Board of
Directors shall be orally or in writing, by telephone, facsimile, telegraph or
telex, during normal business hours, at least twenty-four (24) hours before the
date and time of the meeting, or sent in writing to each director by first class
mail, charges prepaid, at least three (3) days before the date of the meeting.
Notice of any meeting may be waived in writing at any time before or after the
meeting and will be waived by any director by attendance thereat, except when
the director attends the meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.

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(f) Waiver of Notice.The
transaction of all business at any meeting of the Board of Directors, or any
committee thereof, however called or noticed, or wherever held, shall be as
valid as though had at a meeting duly held after regular call and notice, if a
quorum be present and if, either before or after the meeting, each of the
directors not present shall sign a written waiver of notice. All such waivers
shall be filed with the corporate records or made a part of the minutes of the
meeting.

Section 21. Quorum and
Voting.

(a) Unless the Articles of
Incorporation requires a greater number and except with respect to
indemnification questions arising under Section 43 hereof, for which a quorum
shall be one-third of the exact number of directors fixed from time to time in
accordance with the Articles of Incorporation, a quorum of the Board of
Directors shall consist of a majority of the exact number of directors fixed
from time to time by the Board of Directors in accordance with the Articles of
Incorporation provided, however, at any meeting whether a quorum be present or
otherwise, a majority of the directors present may adjourn from time to time
until the time fixed for the next regular meeting of the Board of Directors,
without notice other than by announcement at the meeting.

(b) At each meeting of the Board
of Directors at which a quorum is present, all questions and business shall be
determined by the affirmative vote of a majority of the directors present,
unless a different vote be required by law, the Articles of Incorporation or
these Bylaws.

Section 22. Action Without
Meeting.Unless otherwise restricted by the Articles of Incorporation or
these Bylaws, any action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may be taken without a meeting,
if all members of the Board of Directors or committee, as the case may be,
consent thereto in writing, and such writing or writings are filed with the
minutes of proceedings of the Board of Directors or committee.

Section 23. Fees and
Compensation.Directors shall be entitled to such compensation for their
services as may be approved by the Board of Directors, including, if so
approved, by resolution of the Board of Directors, a fixed sum and expenses of
attendance, if any, for attendance at each regular or special meeting of the
Board of Directors and at any meeting of a committee of the Board of Directors.
Nothing herein contained shall be construed to preclude any director from
serving the Corporation in any other capacity as an officer, agent, employee, or
otherwise and receiving compensation therefor.

Section 24. Committees.

(a) Executive Committee.The Board of Directors may by resolution passed by a majority of the whole
Board of Directors appoint an Executive Committee to consist of one (1) or more
members of the Board of Directors. The Executive Committee, to the extent
permitted by law and provided in the resolution of the Board of Directors shall
have and may exercise all the powers and authority of the Board of Directors in
the management of the business and affairs of the Corporation, including without
limitation the power or authority to declare a dividend, to authorize the
issuance of stock and to adopt a certificate of ownership and merger, and may
authorize the seal of the Corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in reference
to amending the Articles of Incorporation (except that a committee may, to the
extent authorized in the resolution or resolutions providing for the issuance of
shares of stock adopted by the Board of Directors fix the designations and any
of the preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the Corporation or the conversion
into, or the exchange of such shares for, shares of any other class or classes
or any other series of the same or any other class or classes of stock of the
Corporation or fix the number of shares of any series of stock or authorize the
increase or decrease of the shares of any series), adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the bylaws of the Corporation.

(b) Other Committees.The
Board of Directors may, by resolution passed by a majority of the whole Board of
Directors, from time to time appoint such other committees as may be permitted
by law. Such other committees appointed by the Board of Directors shall consist
of one (1) or more members of the Board of Directors and shall have such powers
and perform such duties as may be prescribed by the resolution or resolutions
creating such committees, but in no event shall such committee have the powers
denied to the Executive Committee in these Bylaws.

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(c) Term. Each member of a
committee of the Board of Directors shall serve a term on the committee
coexistent with such member's term on the Board of Directors. The Board of
Directors, subject to the provisions of subsections (a) or (b) of this Bylaw may
at any time increase or decrease the number of members of a committee or
terminate the existence of a committee. The membership of a committee member
shall terminate on the date of his death or voluntary resignation from the
committee or from the Board of Directors. The Board of Directors may at any time
for any reason remove any individual committee member and the Board of Directors
may fill any committee vacancy created by death, resignation, removal or
increase in the number of members of the committee. The Board of Directors may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee, and,
in addition, in the absence or disqualification of any member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member.

(d) Meetings. Unless the
Board of Directors shall otherwise provide, regular meetings of the Executive
Committee or any other committee appointed pursuant to this Section 24 shall be
held at such times and places as are determined by the Board of Directors, or by
any such committee, and when notice thereof has been given to each member of
such committee, no further notice of such regular meetings need be given
thereafter. Special meetings of any such committee may be held at any place
which has been determined from time to time by such committee, and may be called
by any director who is a member of such committee, upon written notice to the
members of such committee of the time and place of such special meeting given in
the manner provided for the giving of written notice to members of the Board of
Directors of the time and place of special meetings of the Board of Directors.
Notice of any special meeting of any committee may be waived in writing at any
time before or after the meeting and will be waived by any director by
attendance thereat, except when the director attends such special meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. A majority of the authorized number of members of any such committee
shall constitute a quorum for the transaction of business, and the act of a
majority of those present at any meeting at which a quorum is present shall be
the act of such committee.

Section 25. Organization.
At every meeting of the directors, the Chairman of the Board of Directors, or,
if a Chairman has not been appointed or is absent, the President, or if the
President is absent, the most senior Vice President, or, in the absence of any
such officer, a chairman of the meeting chosen by a majority of the directors
present, shall preside over the meeting. The Secretary, or in his absence, an
Assistant Secretary directed to do so by the President, shall act as secretary
of the meeting.

ARTICLE V

OFFICERS

Section 26. Officers
Designated.The officers of the Corporation shall include, if and when
designated by the Board of Directors, the Chairman of the Board of Directors,
the Chief Executive Officer, the President, one or more Vice Presidents, the
Secretary, the Chief Financial Officer, the Treasurer, the Controller, all of
whom shall be elected at the annual organizational meeting of the Board of
Directors. The Board of Directors may also appoint one or more Assistant
Secretaries, Assistant Treasurers, Assistant Controllers and such other officers
and agents with such powers and duties as it shall deem necessary. The Board of
Directors may assign such additional titles to one or more of the officers as it
shall deem appropriate. Any one person may hold any number of offices of the
Corporation at any one time unless specifically prohibited therefrom by law. The
salaries and other compensation of the officers of the Corporation shall be
fixed by or in the manner designated by the Board of Directors.

Section 27. Tenure and Duties of
Officers.

(a) General.All officers
shall hold office at the pleasure of the Board of Directors and until their
successors shall have been duly elected and qualified, unless sooner removed.
Any officer elected or appointed by the Board of Directors may be removed at any
time by the Board of Directors. If the office of any officer becomes vacant for
any reason, the vacancy may be filled by the Board of Directors.

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(b) Duties of Chairman of the
Board of Directors.The Chairman of the Board of Directors, when present,
shall preside at all meetings of the stockholders and the Board of Directors.
The Chairman of the Board of Directors shall perform other duties commonly
incident to his office and shall also perform such other duties and have such
other powers as the Board of Directors shall designate from time to time. If
there is no President, then the Chairman of the Board of Directors shall also
serve as the Chief Executive Officer of the Corporation and shall have the
powers and duties prescribed in paragraph (c) of this Section 27.

(c) Duties of President.The President shall preside at all meetings of the stockholders and at all
meetings of the Board of Directors, unless the Chairman of the Board of
Directors has been appointed and is present. Unless some other officer has been
elected Chief Executive Officer of the Corporation, the President shall be the
chief executive officer of the Corporation and shall, subject to the control of
the Board of Directors, have general supervision, direction and control of the
business and officers of the Corporation. The President shall perform other
duties commonly incident to his office and shall also perform such other duties
and have such other powers as the Board of Directors shall designate from time
to time.

(d) Duties of Vice Presidents.The Vice Presidents may assume and perform the duties of the President in
the absence or disability of the President or whenever the office of President
is vacant. The Vice Presidents shall perform other duties commonly incident to
their office and shall also perform such other duties and have such other powers
as the Board of Directors or the President shall designate from time to
time.

(e) Duties of Secretary.The Secretary shall attend all meetings of the stockholders and of the Board
of Directors and shall record all acts and proceedings thereof in the minute
book of the Corporation. The Secretary shall give notice in conformity with
these Bylaws of all meetings of the stockholders and of all meetings of the
Board of Directors and any committee thereof requiring notice. The Secretary
shall perform all other duties given him in these Bylaws and other duties
commonly incident to his office and shall also perform such other duties and
have such other powers as the Board of Directors shall designate from time to
time. The President may direct any Assistant Secretary to assume and perform the
duties of the Secretary in the absence or disability of the Secretary, and each
Assistant Secretary shall perform other duties commonly incident to his office
and shall also perform such other duties and have such other powers as the Board
of Directors or the President shall designate from time to time.

(f) Duties of Chief Financial
Officer.The Chief Financial Officer shall keep or cause to be kept the
books of account of the Corporation in a thorough and proper manner and shall
render statements of the financial affairs of the Corporation in such form and
as often as required by the Board of Directors or the President. The Chief
Financial Officer, subject to the order of the Board of Directors, shall have
the custody of all funds and securities of the Corporation. The Chief Financial
Officer shall perform other duties commonly incident to his office and shall
also perform such other duties and have such other powers as the Board of
Directors or the President shall designate from time to time. The President may
direct the Treasurer or any Assistant Treasurer, or the Controller or any
Assistant Controller to assume and perform the duties of the Chief Financial
Officer in the absence or disability of the Chief Financial Officer, and each
Treasurer and Assistant Treasurer and each Controller and Assistant Controller
shall perform other duties commonly incident to his office and shall also
perform such other duties and have such other powers as the Board of Directors
or the President shall designate from time to time.

Section 28. Delegation of
Authority.The Board of Directors may from time to time delegate the powers
or duties of any officer to any other officer or agent, notwithstanding any
provision hereof.

Section 29. Resignations.Any officer may resign at any time by giving written notice to the Board of
Directors or to the President or to the Secretary. Any such resignation shall be
effective when received by the person or persons to whom such notice is given,
unless a later time is specified therein, in which event the resignation shall
become effective at such later time. Unless otherwise specified in such notice,
the acceptance of any such resignation shall not be necessary to make it
effective. Any resignation shall be without prejudice to the rights, if any, of
the Corporation under any contract with the resigning officer.

Section 30. Removal.Any
officer may be removed from office at any time, either with or without cause, by
the affirmative vote of a majority of the directors in office at the time, or by
the unanimous written consent of the directors in office at the time, or by any
committee or superior officers upon whom such power of removal may have been
conferred by the Board of Directors.

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ARTICLE VI

EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF
SECURITIES OWNED BY THE CORPORATION

Section 31. Execution of
Corporate Instrument.The Board of Directors may, in its discretion,
determine the method and designate the signatory officer or officers, or other
person or persons, to execute on behalf of the Corporation any corporate
instrument or document, or to sign on behalf of the Corporation the corporate
name without limitation, or to enter into contracts on behalf of the
Corporation, except where otherwise provided by law or these Bylaws, and such
execution or signature shall be binding upon the Corporation.

Unless otherwise specifically
determined by the Board of Directors or otherwise required by law, promissory
notes, deeds of trust, mortgages and other evidences of indebtedness of the
Corporation, and other corporate instruments or documents requiring the
corporate seal, and certificates of shares of stock owned by the Corporation,
shall be executed, signed or endorsed by the Chairman of the Board of Directors,
or the President or any Vice President, and by the Secretary or Treasurer or any
Assistant Secretary or Assistant Treasurer. All other instruments and documents
requiring the corporate signature, but not requiring the corporate seal, may be
executed as aforesaid or in such other manner as may be directed by the Board of
Directors.

All checks and drafts drawn on
banks or other depositaries on funds to the credit of the Corporation or in
special accounts of the Corporation shall be signed by such person or persons as
the Board of Directors shall authorize so to do.

Unless authorized or ratified by
the Board of Directors or within the agency power of an officer, no officer,
agent or employee shall have any power or authority to bind the Corporation by
any contract or engagement or to pledge its credit or to render it liable for
any purpose or for any amount.

Section 32. Voting of
Securities Owned by the Corporation.All stock and other securities of other
corporations owned or held by the Corporation for itself, or for other parties
in any capacity, shall be voted, and all proxies with respect thereto shall be
executed, by the person authorized so to do by resolution of the Board of
Directors, or, in the absence of such authorization, by the Chairman of the
Board of Directors, the Chief Executive Officer, the President, or any Vice
President.

ARTICLE VII

SHARES OF STOCK

Section 33. Form and Execution
of Certificates.Certificates for the shares of stock of the Corporation
shall be in such form as is consistent with the Articles of Incorporation and
applicable law. Every holder of stock in the Corporation shall be entitled to
have a certificate signed by or in the name of the Corporation by the Chairman
of the Board of Directors, or the President or any Vice President and by the
Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary,
certifying the number of shares owned by him in the Corporation. Any or all of
the signatures on the certificate may be facsimiles. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued with the
same effect as if he were such officer, transfer agent, or registrar at the date
of issue. Each certificate shall state upon the face or back thereof, in full or
in summary, all of the powers, designations, preferences, and rights, and the
limitations or restrictions of the shares authorized to be issued or shall,
except as otherwise required by law, set forth on the face or back a statement
that the Corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative, participating,
optional, or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights. Within a reasonable time after the issuance or transfer of
uncertificated stock, the Corporation shall send to the registered owner thereof
a written notice containing the information required to be set forth or stated
on certificates pursuant to this section or otherwise required by law or with
respect to this section a statement that the Corporation will furnish without
charge to each stockholder who so requests the powers, designations, preferences
and relative participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights. Except as otherwise expressly provided by law,
the rights and obligations of the holders of certificates representing stock of
the same class and series shall be identical.

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Section 34. Lost Certificates.A new certificate or certificates shall be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen, or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen, or
destroyed. The Corporation may require, as a condition precedent to the issuance
of a new certificate or certificates, the owner of such lost, stolen, or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require or to give the Corporation a surety
bond in such form and amount as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost, stolen, or destroyed.

**Section 35. Issuance of
Shares.**

(a) The Board of Directors may
from time to time issue any of the authorized shares of stock of the Corporation
at such times and for such consideration as the Board of Directors may
determine, provided that, for as long as the Corporation is listed on a Canadian
stock exchange, and for a period of 90 days thereafter, the Board of Directors
may not authorize shares to be issued for promissory notes or future services to
be performed.

(b) Subject to Section 35(a),
when the Corporation receives the consideration for which the Board of Directors
authorized the issuance of shares, such shares shall be fully paid and
non-assessable and the stockholders of such shares shall not be liable to the
Corporation or its creditors in respect thereof.

(c) For so long as the
Corporation is listed on a Canadian Stock Exchange, and for a period of 90 days
thereafter, the Corporation shall not issue and the Board of Directors shall not
authorize the issuance of any share for consideration that is less in value than
the fair equivalent of the money that the Corporation would have received if the
share had been issued for money. In determining whether any property, benefit or
services are the fair equivalent of any money consideration, the members of the
Board of Directors may take into account reasonable charges and expenses of
organization and reorganization and payments for properties, benefits or
services already received or performed that are reasonably likely to benefit the
Corporation.

(d) Members of the Board of
Directors who vote for or consent to a resolution authorizing the issuance of a
share for consideration other than money during the period specified in Section
35(c) are liable to the Corporation to make good any amount by which the
consideration received is less than the fair equivalent of the money that the
Corporation would have received if the share had been issued for money on the
date of such resolution. Notwithstanding the forgoing, a member of the Board of
Directors that proves that he did not know and could not reasonably have known
that the share was issued for consideration less than the fair equivalent of the
money that the Corporation would have received if the share had been issued for
money is not liable under this Section 35(d). An action to enforce liability
imposed by this Section 35(d) may not be commenced after two years from the date
of the resolution authorizing the particular share issuance.

**Section 36.
Transfers.**

(a) Transfers of record of shares
of stock of the Corporation shall be made only upon its books by the holders
thereof, in person or by attorney duly authorized, and upon the surrender of a
properly endorsed certificate or certificates for a like number of shares.

(b) The Corporation shall have
power to enter into and perform any agreement with any number of stockholders of
any one or more classes of stock of the Corporation to restrict the transfer of
shares of stock of the Corporation of any one or more classes owned by such
stockholders in any manner not prohibited by the Nevada Revised Statutes.

**Section 37. Fixing Record
Dates.**

(a) In order that the Corporation
may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, the Board of Directors may fix, in
advance, a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty (60) nor less than ten (10) days
before the date of such meeting. If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or if notice is waived, at
the close of business on the day next preceding the day on which the meeting is held. A determination
of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned
meeting.

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(b) In order that the Corporation
may determine the stockholders entitled to receive payment of any dividend or
other distribution or allotment of any rights or the stockholders entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board of Directors may fix,
in advance, a record date, which record date shall not precede the date upon
which the resolution fixing the record date is adopted, and which record date
shall be not more than sixty (60) days prior to such action. If no record date
is filed, the record date for determining stockholders for any such purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.

Section 38. Registered
Stockholders.The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of Nevada.

ARTICLE VIII

OTHER SECURITIES OF THE CORPORATION

Section 39. Execution of Other
Securities.All bonds, debentures and other corporate securities of the
Corporation, other than stock certificates (covered in Section 33), may be
signed by the Chairman of the Board of Directors, the President or any Vice
President, or such other person as may be authorized by the Board of Directors,
and the corporate seal impressed thereon or a facsimile of such seal imprinted
thereon and attested by the signature of the Secretary or an Assistant
Secretary, or the Chief Financial Officer or Treasurer or an Assistant
Treasurer; provided, however, that where any such bond, debenture or other
corporate security shall be authenticated by the manual signature, or where
permissible facsimile signature, of a trustee under an indenture pursuant to
which such bond, debenture or other corporate security shall be issued, the
signatures of the persons signing and attesting the corporate seal on such bond,
debenture or other corporate security may be the imprinted facsimile of the
signatures of such persons. Interest coupons appertaining to any such bond,
debenture or other corporate security, authenticated by a trustee as aforesaid,
shall be signed by the Treasurer or an Assistant Treasurer of the Corporation or
such other person as may be authorized by the Board of Directors, or bear
imprinted thereon the facsimile signature of such person. In case any officer
who shall have signed or attested any bond, debenture or other corporate
security, or whose facsimile signature shall appear thereon or on any such
interest coupon, shall have ceased to be such officer before the bond, debenture
or other corporate security so signed or attested shall have been delivered,
such bond, debenture or other corporate security nevertheless may be adopted by
the Corporation and issued and delivered as though the person who signed the
same or whose facsimile signature shall have been used thereon had not ceased to
be such officer of the Corporation.

ARTICLE IX

DIVIDENDS

Section 40. Declaration of
Dividends.Dividends upon the capital stock of the Corporation, subject to
the provisions of the Articles of Incorporation, if any, may be declared by the
Board of Directors pursuant to law at any regular or special meeting. Dividends
may be paid in cash, in property, or in shares of the capital stock, subject to
the provisions of the Articles of Incorporation.

Section 41. Dividend Reserve.Before payment of any dividend, there may be set aside out of any funds of
the Corporation available for dividends such sum or sums as the Board of
Directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the Board of Directors shall think conducive to the interests of the
Corporation, and the Board of Directors may modify or abolish any such reserve
in the manner in which it was created.

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ARTICLE X

FISCAL YEAR

Section 42. Fiscal Year.The fiscal year of the Corporation shall be fixed by resolution of the Board
of Directors.

ARTICLE XI

INDEMNIFICATION

Section 43. Indemnification of
Directors, Executive Officers, Other Officers, Employees and Other
Agents.

(a) Directors and Officers.The Corporation shall indemnify its directors and officers to the fullest
extent not prohibited by the Nevada Revised Statutes provided that, except where
such indemnification is required pursuant to the provisions of the Nevada
Revised Statutes, the Corporation shall not be required to indemnify any
director or officer in connection with any proceeding (or part thereof)
initiated by such person unless the person: (i) acted honestly and in good faith
with a view to the best interests of the Corporation, or, as the case may be, to
the best interests of the other entity for which the individual acted as a
director or officer or in a similar capacity at the Corporations request; and
(ii) in the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, the person had reasonable grounds for believing
that the persons conduct was lawful.

(b) Employees and Other
Agents.The Corporation shall have power to indemnify its employees and
other agents as set forth in the Nevada Revised Statutes.

(c) Expense.The
Corporation shall advance to any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director or officer, of the Corporation, or is
or was serving at the request of the Corporation as a director or executive
officer of another corporation, partnership, joint venture, trust or other
enterprise, prior to the final disposition of the proceeding, promptly following
request therefor, all expenses incurred by any director or officer in connection
with such proceeding upon receipt of an undertaking by or on behalf of such
person to repay said amounts if it should be determined ultimately that such
person is not entitled to be indemnified under this Bylaw or otherwise.

Notwithstanding the foregoing,
unless otherwise determined pursuant to paragraph (e) of this Bylaw, no advance
shall be made by the Corporation to an officer of the Corporation (except by
reason of the fact that such officer is or was a director of the Corporation in
which event this paragraph shall not apply) in any action, suit or proceeding,
whether civil, criminal, administrative or investigative, if a determination is
reasonably and promptly made (i) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to the proceeding, or (ii)
if such quorum is not obtainable, or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, that the facts known to the decision-making party at the time such
determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not believe to be in or
not opposed to the best interests of the Corporation.

(d) Enforcement.Without
the necessity of entering into an express contract, all rights to
indemnification and advances to directors and officers under this Bylaw shall be
deemed to be contractual rights and be effective to the same extent and as if
provided for in a contract between the Corporation and the director or officer.
Any right to indemnification or advances granted by this Bylaw to a director or
officer shall be enforceable by or on behalf of the person holding such right in
any court of competent jurisdiction if (i) the claim for indemnification or
advances is denied, in whole or in part, or (ii) no disposition of such claim is
made within ninety (90) days of request therefor. The claimant in such
enforcement action, if successful in whole or in part, shall be entitled to be
paid also the expense of prosecuting his claim. In connection with any claim for
indemnification, the Corporation shall be entitled to raise as a defense to any
such action that the claimant has not met the standard of conduct that make it
permissible under the Nevada Revised Statutes for the Corporation to indemnify
the claimant for the amount claimed. In connection with any claim by an officer
of the Corporation (except in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
officer is or was a director of the Corporation) for advances, the Corporation
shall be entitled to raise a defense as to any such action clear and convincing
evidence that such person acted in bad faith or in a manner that such person did
not believe to be in or not opposed in the best interests of the Corporation, or
with respect to any criminal action or proceeding that such person acted without
reasonable cause to believe that his conduct was lawful. Neither the failure of the Corporation (including its Board of Directors,
independent legal counsel or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he has met the applicable standard of
conduct set forth in the Nevada Revised Statutes, nor an actual determination by
the Corporation (including its Board of Directors, independent legal counsel or
its stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that claimant
has not met the applicable standard of conduct. In any suit brought by a
director or officer to enforce a right to indemnification or to an advancement
of expenses hereunder, the burden of proving that the director or officer is not
entitled to be indemnified, or to such advancement of expenses, under this
Article XI or otherwise shall be on the Corporation.

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(b) Non-Exclusivity of Rights.The rights conferred on any person by this Bylaw shall not be exclusive of
any other right which such person may have or hereafter acquire under any
statute, provision of the Articles of Incorporation, Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding office. The
Corporation is specifically authorized to enter into individual contracts with
any or all of its directors, officers, employees or agents respecting
indemnification and advances, to the fullest extent not prohibited by the Nevada
Revised Statutes.

(c) Survival of Rights.The rights conferred on any person by this Bylaw shall continue as to a
person who has ceased to be a director, officer, employee or other agent and
shall inure to the benefit of the heirs, executors and administrators of such a
person.

(d) Insurance.To the
fullest extent permitted by the Nevada Revised Statutes, the Corporation, upon
approval by the Board of Directors, may purchase insurance on behalf of any
person required or permitted to be indemnified pursuant to this Bylaw.

(e) Amendments.Any repeal
or modification of this Bylaw shall only be prospective and shall not affect the
rights under this Bylaw in effect at the time of the alleged occurrence of any
action or omission to act that is the cause of any proceeding against any agent
of the Corporation.

(f) Saving Clause.If this
Bylaw or any portion hereof shall be invalidated on any ground by any court of
competent jurisdiction, then the Corporation shall nevertheless indemnify each
director and officer to the full extent not prohibited by any applicable portion
of this Bylaw that shall not have been invalidated, or by any other applicable
law.

(g) Certain Definitions.For the purposes of this Bylaw, the following definitions shall apply:

(i) The
term "proceeding" shall be broadly construed and shall include, without
limitation, the investigation, preparation, prosecution, defense, settlement,
arbitration and appeal of, and the giving of testimony in, any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative.

(ii) The
term "expenses" shall be broadly construed and shall include, without
limitation, court costs, attorneys' fees, witness fees, fines, amounts paid in
settlement or judgment and any other costs and expenses of any nature or kind
incurred in connection with any proceeding.

(iii) The
term the "corporation" shall include, in addition to the resulting Corporation,
any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its directors,
officers, and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was serving
at the request of such constituent corporation as a director, officer, employee
or agent or another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of this Bylaw
with respect to the resulting or surviving corporation as he would have with
respect to such constituent corporation if its separate existence had
continued.

(iv)
References to a "director," "executive officer," "officer," "employee," or
"agent" of the Corporation shall include, without limitation, situations where
such person is serving at the request of the Corporation as, respectively, a
director, executive officer, officer, employee, trustee or agent of another
corporation, partnership, joint venture, trust or other enterprise.

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(v)
References to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving at the request
of the Corporation" shall include any service as a director, officer, employee
or agent of the Corporation which imposes duties on, or involves services by,
such director, officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who acted in good faith
and in a manner he reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation" as referred to in
this Bylaw.

ARTICLE XII

NOTICES

**Section 44.
Notices.**

(a) Notice to Stockholders.Whenever, under any provisions of these Bylaws, notice is required to be
given to any stockholder, it shall be given in writing, timely and duly
deposited in the United States mail, postage prepaid, and addressed to his last
known post office address as shown by the stock record of the Corporation or its
transfer agent.

(b) Notice to Directors.Any notice required to be given to any director may be given by the method
stated in subsection (a), or by facsimile, telex or telegram, except that such
notice other than one which is delivered personally shall be sent to such
address as such director shall have filed in writing with the Secretary, or, in
the absence of such filing, to the last known post office address of such
director.

(c) Affidavit of Mailing.An affidavit of mailing, executed by a duly authorized and competent
employee of the Corporation or an agent of the Corporation or its transfer agent
appointed with respect to the class of stock affected, specifying the name and
address or the names and addresses of the stockholder or stockholders, or
director or directors, to whom any such notice or notices was or were given, and
the time and method of giving the same, shall in the absence of fraud, be prima
facie evidence of the facts therein contained.

(d) Time Notices Deemed Given.All notices given by mail, as above provided, shall be deemed to have been
given as at the time of mailing, and all notices given by facsimile, telex or
telegram shall be deemed to have been given as of the sending time recorded at
time of transmission.

(e) Methods of Notice.It
shall not be necessary that the same method of giving notice be employed in
respect of all directors, but one permissible method may be employed in respect
of any one or more, and any other permissible method or methods may be employed
in respect of any other or others.

(f) Failure to Receive Notice.The period or limitation of time within which any stockholder may exercise
any option or right, or enjoy any privilege or benefit, or be required to act,
or within which any director may exercise any power or right, or enjoy any
privilege, pursuant to any notice sent him in the manner above provided, shall
not be affected or extended in any manner by the failure of such stockholder or
such director to receive such notice.

(g) Notice to Person with Whom
Communication Is Unlawful.Whenever notice is required to be given, under
any provision of law or of the Articles of Incorporation or Bylaws of the
Corporation, to any person with whom communication is unlawful, the giving of
such notice to such person shall not be required and there shall be no duty to
apply to any governmental authority or agency for a license or permit to give
such notice to such person. Any action or meeting which shall be taken or held
without notice to any such person with whom communication is unlawful shall have
the same force and effect as if such notice had been duly given. In the event
that the action taken by the Corporation is such as to require the filing of a
certificate under any provision of the Nevada Revised Statutes, the certificate
shall state, if such is the fact and if notice is required, that notice was
given to all persons entitled to receive notice except such persons with whom
communication is unlawful.

(h) Notice to Person with
Undeliverable Address.Whenever notice is required to be given, under any
provision of law or the Articles of Incorporation or Bylaws of the Corporation,
to any stockholder to whom (i) notice of two consecutive annual meetings, and
all notices of meetings or of the taking of action by written consent without a meeting to such person during the period between such
two consecutive annual meetings, or (ii) all, and at least two, payments (if
sent by first class mail) of dividends or interest on securities during a
twelve-month period, have been mailed addressed to such person at his address as
shown on the records of the Corporation and have been returned undeliverable,
the giving of such notice to such person shall not be required. Any action or
meeting which shall be taken or held without notice to such person shall have
the same force and effect as if such notice had been duly given. If any such
person shall deliver to the Corporation a written notice setting forth his then
current address, the requirement that notice be given to such person shall be
reinstated. In the event that the action taken by the Corporation is such as to
require the filing of a certificate under any provision of the Nevada Revised
Statutes, the certificate need not state that notice was not given to persons to
whom notice was not required to be given pursuant to this paragraph.

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ARTICLE XIII

MISCELLANEOUS

Section 46. Amendments to Bylaws.

(a) The Directors shall have the power to adopt, amend, or
repeal these Bylaws.

(b) The Directors shall submit a
Bylaw, or the adoption, amendment or repeal of a Bylaw, made under paragraph (a)
to the stockholders of the Corporation at the next meeting of stockholders, and
the stockholders may, by means a resolution passed by a simple majority of the
votes of stockholders present in person or by proxy and voting on the resolution
at such meeting, confirm, reject or amend the Bylaw, amendment or repeal.

(c) A Bylaw, or an amendment or a
repeal of a Bylaw, is effective from the date of the resolution of the directors
under paragraph (a) until it is confirmed, confirmed as amended or rejected by
the stockholders under subsection (b) or until it ceases to be effective under
subsection (d) and, where the Bylaw is confirmed or confirmed as amended, it
continues in effect in the form in which it was so confirmed.

(d) If a Bylaw, or an amendment
or a repeal of a Bylaw is rejected by the Corporations stockholders, or if the
directors do not submit a Bylaw, or amendment or a repeal of a Bylaw to the
stockholders as required under subsection (b), the Bylaw or the amendment or
repeal of the Bylaw ceases to be effective and no subsequent resolution of the
directors to adopt, amend or repeal a Bylaw having substantially the same
purpose or effect is effective until it is confirmed or confirmed as amended by
the stockholders.

(e) Notwithstanding subsections
(a), (b), (c) and (d) above, any action required to be taken by the stockholders
under subsection (b) above may be taken by the written consent of the
stockholders in accordance with Section 13 of these Bylaws.

Declared as the Amended and Restated Bylaws of Canyon Copper
Corp. effective as of the 4th day of May, 2011.

|Signature of Director/Officer: | /s/
      Anthony Harvey             | 
|------------------------------ | ------------------------------------ | 
|                               |                                      | 
|Name of Director/Officer:      | ANTHONY HARVEY                       | 
|                               |                                      | 
|Title:                         | CHAIRMAN AND CHIEF EXECUTIVE OFFICER | 

15

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