Quartz Mountain Resources Ltd. - Exhibit 10.2 - Filed by newsfilecorp.com






BUSINESS CORPORATIONS ACT 

ARTICLES 

OF 

QUARTZ MOUNTAIN RESOURCES LTD. 

TABLE OF CONTENTS 

	PART
      1 INTERPRETATION 	1
      
	 	 
	PART
      2 SHARES AND SHARE CERTIFICATES 	2
      
	 	 
	PART
      3 ISSUE OF SHARES 	4
      
	 	 
	PART
      4 SHARE REGISTERS 	5
      
	 	 
	PART
      5 SHARE TRANSFERS 	5
      
	 	 
	PART
      6 TRANSMISSION OF SHARES 	6
      
	 	 
	PART
      7 PURCHASE, REDEEM OR OTHERWISE ACQUIRE SHARES 	7
      
	 	 
	PART
      8 BORROWING POWERS 	8
      
	 	 
	PART
      9 ALTERATIONS 	9
      
	 	 
	PART
      10 MEETINGS OF SHAREHOLDERS 	10
      
	 	 
	PART
      11 PROCEEDINGS AT MEETINGS OF SHAREHOLDERS 	12
      
	 	 
	PART
      12 VOTES OF SHAREHOLDERS 	16
      
	 	 
	PART
      13 DIRECTORS 	20
      
	 	 
	PART
      14 ELECTION AND REMOVAL OF DIRECTORS 	22
      
	 	 
	PART
      15 ALTERNATE DIRECTORS 	29
      
	 	 
	PART
      16 POWERS AND DUTIES OF DIRECTORS 	31
      
	 	 
	PART
      17 INTERESTS OF DIRECTORS AND OFFICERS 	31
      
	 	 
	PART
      18 PROCEEDINGS OF DIRECTORS 	33
      
	 	 
	PART
      19 EXECUTIVE AND OTHER COMMITTEES 	35
      
	 	 
	PART
      20 OFFICERS 	37
      
	 	 
	PART
      21 INDEMNIFICATION 	38
      
	 	 
	PART
      22 DIVIDENDS 	40
      
	 	 
	PART
      23 ACCOUNTING RECORDS AND AUDITOR 	41
      
	 	 
	PART
      24 NOTICES 	42
      
	 	 
	PART
      25 SEAL 	44
      
	 	 
	PART
      26 SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO PREFERRED SHARES 	45
      




	 	
      Articles adopted by special resolution passed at the
      Annual General and Special Meeting held on March 15, 2012 and effective on
      deposit of the minutes at the Company’s records office on June 20, 2012 at
12:00 p.m. (Pacific Time). 








BUSINESS CORPORATIONS ACT 

ARTICLES 

OF 

QUARTZ MOUNTAIN RESOURCES LTD. 
(the “Company”) 

Number: BC0253743 

PART 1 

INTERPRETATION 

Definitions 

1.1                   
In these Articles, unless the context otherwise requires: 

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

(b)        “board of
directors”, “directors” and “board” mean the directors or sole
director of the Company for the time being; 

(c)        “Interpretation
Act” means the Interpretation Act (British Columbia) from time to
time in force and all amendments thereto and includes all regulations and
amendments thereto made pursuant to that Act; 

(d)        “legal
personal representative” means the personal or other legal representative of
the shareholder; 

(e)        “registered
address” of a shareholder means the shareholder’s address as recorded in the
central securities register; 

(f)        “seal”
means the seal of the Company, if any; 

(g)        “share”
means a share in the share structure of the Company; and 

(h)        “special
majority” means the majority of votes described in §11.2 which is required
to pass a special resolution. 

Act and Interpretation Act Definitions Applicable 

1.2                   
The definitions in the Act and the definitions and rules of construction in the
Interpretation Act, with the necessary changes, so far as applicable, and except
as the context requires otherwise, apply to these Articles as if they were an
enactment. If there is a conflict between a definition in the Act and a
definition or rule in the Interpretation Act relating to a term used in these
Articles, the definition in the Act will prevail. If there is a conflict or
inconsistency between these Articles and the Act, the Act will prevail. 




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PART 2 

SHARES AND SHARE CERTIFICATES 

Authorized Share Structure 

2.1                    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.


Form of Share Certificate 

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

Shareholder Entitled to Certificate, Acknowledgment or
Written Notice 

2.3                   
Unless the shares of which the shareholder is the registered owner are deemed by
the Board to be a class of uncertificated shares, each shareholder is entitled,
without charge, to (a) one share certificate representing the shares of each
class or series of shares registered in the shareholder’s name or (b) a
non-transferable written acknowledgment of the shareholder’s right to obtain
such a share certificate, provided that in respect of a share held jointly by
several persons, the Company is not bound to issue more than one share
certificate 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. If a shareholder is the registered owner of
uncertificated shares, the Company must send to a holder of an uncertificated
share a written notice containing the information required by the Act within a
reasonable time after the issue or transfer of such share. 

Delivery by Mail 

2.4                   
Any share certificate or non-transferable written acknowledgment of a
shareholder’s right to obtain a share certificate, or written notice of the
issue or transfer of an uncertificated share 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, acknowledgement or written notice is
lost in the mail or stolen. 

Replacement of Worn Out or Defaced Certificate or
Acknowledgement 

2.5                    If
a share certificate or a non-transferable written acknowledgment of the
shareholder’s right to obtain a share certificate is worn out or defaced, the
Company must, on production of the share certificate or acknowledgment, as the
case may be, and on such other terms, if any, as are deemed fit:




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 (a)        cancel
the share certificate or acknowledgment; and

 (b)        issue a
replacement share certificate or acknowledgment. 

Replacement of Lost, Stolen or Destroyed Certificate or
Acknowledgment 

2.6                    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, if
the requirements of the Act are satisfied, as the case may be, if the directors
receive: 

(a)        proof
satisfactory to it of the loss, theft or destruction; and 

(b)        any indemnity
the directors consider adequate. 

Splitting Share Certificates 

2.7                   
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. 

Certificate Fee 

2.8                    There
must be paid to the Company, in relation to the issue of any share certificate
under §2.5, §2.6 or §2.7, the amount, if any, not exceeding the amount
prescribed under the Act, determined by the directors. 

Recognition of Trusts 

2.9                   
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 required by law or statute or these Articles
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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PART 3 

ISSUE OF SHARES 

Directors Authorized 

3.1                    Subject
to the Act and the rights, if any, of the holders of issued shares of the
Company, the Company may allot, issue, sell or otherwise dispose of 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
consideration (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. 

Commissions and Discounts 

3.2                   
The Company may at any time pay a reasonable commission or allow a reasonable
discount to any person in consideration of that person’s purchase or agreement
to purchase shares of the Company from the Company or any other person’s
procurement or agreement to procure purchasers for shares of the Company. 

Brokerage 

3.3                   
The Company may pay such brokerage fee or other consideration as may be lawful
for or in connection with the sale or placement of its securities. 

Conditions of Issue 

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

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

(i)        past services
performed for the Company; 

(ii)       property; 

(iii)     
money; and 

(b)        the value of
the consideration received by the Company equals or exceeds the issue price set
for the share under §3.1. 

Share Purchase Warrants and Rights 

3.5                    Subject
to the 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. 




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PART 4 

SHARE REGISTERS 

Central Securities Register 

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

PART 5 

SHARE TRANSFERS 

Registering Transfers 

5.1                    A
transfer of a share must not be registered unless the Company or the transfer
agent or registrar for the class or series of shares to be transferred has
received: 

(a)        except as
exempted by the Act, a written instrument of transfer in respect of the share
has been received by the Company (which may be a separate document or endorsed
on the share certificate for the shares transferred) made by the shareholder or
other appropriate person or by an agent who has actual authority to act on
behalf of that person; 

(b)        if a share
certificate has been issued by the Company in respect of the share to be
transferred, that share certificate; 

(c)        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; and 

(d)        such other evidence,
if any, as the Company or the transfer agent or registrar for the class or
series of share to be transferred may require to prove the title of the
transferor or the transferor’s right to transfer the share, that the written
instrument of transfer and the right of the transferee to have the transfer
registered. 

Form of Instrument of Transfer 

5.2                    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 of that class
or series or in some other form that may be approved by the directors from time
to time or by the transfer agent or registrar for those shares. 




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Transferor Remains Shareholder 

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

Signing of Instrument of Transfer 

5.4                   
If a shareholder, or the shareholder’s 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, or if the shares are uncertificated
shares, then all of the shares registered in the name of the shareholder on the
central securities register: 

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

(b)        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. 

Enquiry as to Title Not Required 

5.5                   
Neither the Company nor any director, officer or agent of the Company is bound
to inquire into the title of the person named in the instrument of transfer as
transferee or, if no person is named as transferee in the instrument of
transfer, of the person on whose behalf the instrument is deposited for the
purpose of having the transfer registered or is liable for any claim related to
registering the transfer by the shareholder or by any intermediate owner or
holder of the shares transferred, of any interest in such shares, of any share
certificate representing such shares or of any written acknowledgment of a right
to obtain a share certificate for such shares. 

Transfer Fee 

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

PART 6 

TRANSMISSION OF SHARES 

Legal Personal Representative Recognized on Death 

6.1                   
In case of the death of a shareholder, the legal personal representative of the
shareholder, or in the case of shares registered in the shareholder’s name and
the name of another person in joint tenancy, the surviving joint holder, will be
the only person recognized by the Company as having any title to the shareholder’s interest in
the shares. Before recognizing a person as a legal personal representative of a
shareholder, the Company shall receive the documentation required by the Act. 




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Rights of Legal Personal Representative 

6.2                   
The legal personal representative of a shareholder has the same rights,
privileges and obligations that attach to the shares held by the shareholder,
including the right to transfer the shares in accordance with these Articles,
provided the documents required by the Act and the directors have been deposited
with the Company. This §6.2 does not apply in the case of the death of a
shareholder with respect to shares registered in the name of the shareholder and
the name of another person in joint tenancy. 

PART 7 

PURCHASE, REDEEM OR OTHERWISE ACQUIRE SHARES 

Company Authorized to Purchase, Redeem or Otherwise Acquire
Shares 

7.1                    Subject
to §7.2, the special rights or restrictions attached to the shares of any class
or series and the Act, the Company may, if authorized by the directors,
purchase, redeem or otherwise acquire any of its shares at the price and upon
the terms determined by the directors. 

Purchase When Insolvent 

7.2                   
The Company must not make a payment or provide any other consideration to
purchase, redeem or otherwise acquire any of its shares if there are reasonable
grounds for believing that: 

(a)        the Company is
insolvent; or 

(b)        making the payment
or providing the consideration would render the Company insolvent. 

Sale and Voting of Purchased, Redeemed or Otherwise Acquired
Shares 

7.3                    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: 

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

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

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




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Company Entitled to Purchase, Redeem or Otherwise Acquire
Share Fractions 

7.4                    
The Company may, without prior notice to the holders, purchase, redeem or
otherwise acquire for fair value any and all outstanding share fractions of any
class or kind of shares in its authorized share structure as may exist at any
time and from time to time. Upon the Company delivering the purchase funds and
confirmation of purchase or redemption of the share fractions to the holders’
registered or last known address, or if the Company has a transfer agent then to
such agent for the benefit of and forwarding to such holders, the Company shall
thereupon amend its central securities register to reflect the purchase or
redemption of such share fractions and if the Company has a transfer agent,
shall direct the transfer agent to amend the central securities register
accordingly. Any holder of a share fraction, who upon receipt of the funds and
confirmation of purchase or redemption of same, disputes the fair value paid for
the fraction, shall have the right to apply to the court to request that it set
the price and terms of payment and make consequential orders and give directions
the court considers appropriate, as if the Company were the “acquiring person”
as contemplated by Division 6, Compulsory Acquisitions, under the Act and the
holder were an “offeree” subject to the provisions contained in such Division,
mutatis mutandis. 

PART 8 

BORROWING POWERS 

8.1                    
The Company, if authorized by the directors, may: 

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

(b)        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 the directors consider appropriate; 

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

(d)        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. 

8.2                     The
powers conferred under this Part 8 shall be deemed to include the powers
conferred on a company by Division VII of the Special Corporations Powers
Act being chapter P-16 of the Revised Statutes of Quebec, 1988, and every
statutory provision that may be substituted therefor or for any provision
therein. 




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PART 9 

ALTERATIONS 

Alteration of Authorized Share Structure 

9.1                   
Subject to §9.2 and the Act, the Company may by ordinary resolution (or a
resolution of the directors in the case of §9.1(c) or §9.1(f)): 

(a)        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; 

(b)        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; 

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

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

(i)        decrease the par
value of those shares; or 

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

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

(f)        alter the
identifying name of any of its shares; or 

(g)        otherwise alter its
shares or authorized share structure when required or permitted to do so by the
Act where it does not specify by a special resolution; 

and, if applicable, alter its Notice of Articles and Articles
accordingly. 

Special Rights or Restrictions 

9.2             
       Subject to the Act and in particular
those provisions of the Act relating to the rights of holders of outstanding
shares to vote if their rights are prejudiced or interfered with, the Company
may by ordinary resolution: 

(a)        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 

(b)        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, and alter its Notice of Articles and Articles accordingly. 




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Change of Name 

9.3       
             The
Company may by resolution of the directors authorize an alteration to its Notice
of Articles in order to change its name or adopt or change any translation of
that name. 

Other Alterations 

9.4             
         If the Act does not
specify the type of resolution and these Articles do not specify another type of
resolution, the Company may by ordinary resolution alter these Articles. 

PART 10 

MEETINGS OF SHAREHOLDERS 

Annual General Meetings 

10.1                  
Unless an annual general meeting is deferred or waived in accordance with the
Act, the Company must hold its first annual general meeting within 18 months
after the date on which it was incorporated or otherwise recognized, and after
that must hold an annual general meeting at least once in each calendar year and
not more than 15 months after the last annual reference date at such time and
place as may be determined by the directors. 

Resolution Instead of Annual General Meeting 

10.2                  
If all the shareholders who are entitled to vote at an annual general meeting
consent in writing by a unanimous resolution to all of the business that is
required to be transacted at that annual general meeting, the annual general
meeting is deemed to have been held on the date of the unanimous resolution. The
shareholders must, in any unanimous resolution passed under this §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. 

Calling of Meetings of Shareholders 

10.3                  
The directors may, at any time, call a meeting of shareholders. 

Notice for Meetings of Shareholders 

10.4                  
The Company must send notice of the date, time and location of any meeting of
shareholders (including, without limitation, any notice specifying the intention
to propose a resolution as an exceptional resolution, a special resolution or a
special separate resolution, and any notice to consider approving an
amalgamation into a foreign jurisdiction, an arrangement or the adoption of an
amalgamation agreement, and any notice of a general meeting, class meeting or
series meeting), 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: 




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(a)        if the Company
is a public company, 21 days; 

(b)        otherwise, 10 days.


Record Date for Notice 

10.5                 
 The directors may set a date as the record date for the purpose of
determining shareholders entitled to notice of any meeting of shareholders. The
record date must not precede the date on which the meeting is to be held by more
than two months or, in the case of a general meeting requisitioned by
shareholders under the Act, by more than four months. The record date must not
precede the date on which the meeting is held by fewer than: 

(a)        if the Company
is a public company, 21 days; 

(b)        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. 

Record Date for Voting 

10.6                 
 The directors may set a date as the record date for the purpose of
determining shareholders entitled to vote at any meeting of shareholders. The
record date must not precede the date on which the meeting is to be held by more
than two months or, in the case of a general meeting requisitioned by
shareholders under the 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.


Failure to Give Notice and Waiver of Notice 

10.7                  
The accidental omission to send notice of any meeting of shareholders 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 that entitlement or
may agree to reduce the period of that notice. Attendance of a person at a
meeting of shareholders is a waiver of entitlement to notice of the meeting
unless that person attends the meeting for the express purpose of objecting to
the transaction of any business on the grounds that the meeting is not lawfully
called. 

Notice of Special Business at Meetings of Shareholders


10.8       
           If a meeting of
shareholders is to consider special business within the meaning of §11.1, the
notice of meeting must: 

(a)        state the
general nature of the special business; and 




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(b)        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: 

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

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

Place of Meetings 

10.9                  
In addition to any location in British Columbia, any general meeting may be held
in any location outside British Columbia approved by a resolution of the
directors. 

PART 11 

PROCEEDINGS AT MEETINGS OF SHAREHOLDERS 

Special Business 

11.1                  
At a meeting of shareholders, the following business is special business: 

(a)        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;

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

(i)        business
relating to the conduct of or voting at the meeting; 

(ii)       consideration of any
financial statements of the Company presented to the meeting; 

(iii)      consideration of any
reports of the directors or auditor; 

(iv)      the setting or changing of
the number of directors; 

(v)        the election or
appointment of directors; 

(vi)       the appointment of an
auditor; 

(vii)      the setting of the
remuneration of an auditor; 

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




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

Special Majority 

11.2                  
The majority of votes required for the Company to pass a special resolution at a
general meeting of shareholders is two-thirds of the votes cast on the
resolution. 

Quorum 

11.3                  
Subject to the special rights or restrictions attached to the shares of any
class or series of shares, and to §11.4, the quorum for the transaction of
business at a meeting of shareholders is two persons who are, or who represent
by proxy, shareholders who, in the aggregate, hold at least 10% of the issued
shares entitled to be voted at the meeting. 

One Shareholder May Constitute Quorum 

11.4                   
If there is only one shareholder entitled to vote at a meeting of shareholders:

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

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

Persons Entitled to Attend Meeting 

11.5                  
In addition to those persons who are entitled to vote at a meeting of
shareholders, the only other persons entitled to be present at the meeting are
the directors, the president (if any), the secretary (if any), the assistant
secretary (if any), any lawyer for the Company, the auditor of the Company, any
persons invited to be present at the meeting by the directors or by the chair of
the meeting and any persons entitled or required under the Act or these Articles
to be present at the meeting; but if any of those persons does attend the
meeting, 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. 

Requirement of Quorum 

11.6                  
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. 

Lack of Quorum 

11.7                  
If, within one-half hour from the time set for the holding of a meeting of
shareholders, a quorum is not present: 




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


(b)        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. 

Lack of Quorum at Succeeding Meeting 

11.8                 
 If, at the meeting to which the meeting referred to in §11.7(b) 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, two or more shareholders entitled to attend and vote at
the meeting shall be deemed to constitute a quorum. 

Chair 

11.9                 
 The following individual is entitled to preside as chair at a meeting of
shareholders: 

(a)        the chair of
the board, if any; or 

(b)        if the chair of the
board is absent or unwilling to act as chair of the meeting, the president, if
any. 

Selection of Alternate Chair 

11.10              
 If, at any meeting of shareholders, there is no chair of the board or
president present within 15 minutes after the time set for holding the meeting,
or if the chair of the board and the president are unwilling to act as chair of
the meeting, or if the chair of the board 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 may choose either one of their
number or the solicitor of the Company to be chair of the meeting. If all of the
directors present decline to take the chair or fail to so choose or if no
director is present or the solicitor of the Company declines to take the chair,
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. 

Adjournments 

11.11               
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. 

Notice of Adjourned Meeting 

11.12              
 It is not necessary to give any notice of an adjourned meeting of
shareholders 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. 




- 15 - 

Decisions by Show of Hands or Poll 

11.13              
 Subject to the 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 any shareholder entitled to vote who is present in person or by
proxy. 

Declaration of Result 

11.14               
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 §11.13, conclusive evidence without proof of the number or
proportion of the votes recorded in favour of or against the resolution. 

Motion Need Not be Seconded 

11.15               
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. 

Casting Vote 

11.16              
 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. 

Manner of Taking Poll 

11.17              
 Subject to §11.18, if a poll is duly demanded at a meeting of
shareholders: 

(a)        the poll must be
taken:

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

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

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

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

Demand for Poll on Adjournment 

11.18              
 A poll demanded at a meeting of shareholders on a question of adjournment
must be taken immediately at the meeting. 




- 16 - 

Chair Must Resolve Dispute 

11.19              
 In the case of any dispute as to the admission or rejection of a vote
given on a poll, the chair of the meeting must determine the dispute, and the
determination of the chair made in good faith is final and conclusive. 

Casting of Votes 

11.20               
On a poll, a shareholder entitled to more than one vote need not cast all the
votes in the same way. 

No Demand for Poll on Election of Chair 

11.21               
No poll may be demanded in respect of the vote by which a chair of a meeting of
shareholders is elected. 

Demand for Poll Not to Prevent Continuance of Meeting


11.22                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. 

Retention of Ballots and Proxies 

11.23                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 proxy holder entitled to vote at the meeting. At the end of such
three month period, the Company may destroy such ballots and proxies. 

PART 12 

VOTES OF SHAREHOLDERS 

Number of Votes by Shareholder or by Shares 

12.1                  
Subject to any special rights or restrictions attached to any shares and to the
restrictions imposed on joint shareholders under §12.3: 

(a)        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 

(b)        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. 




- 17 - 

Votes of Persons in Representative Capacity 

12.2                  
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. 

Votes by Joint Holders 

12.3                  
If there are joint shareholders registered in respect of any share: 

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

(b)        if more than
one of the joint shareholders is present at any meeting of shareholders,
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. 

Legal Personal Representatives as Joint Shareholders


12.4                 
 Two or more legal personal representatives of a shareholder in whose sole
name any share is registered are, for the purposes of §12.3, deemed to be joint
shareholders registered in respect of that share. 

Representative of a Corporate Shareholder 

12.5                  
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: 

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

(i)        at the registered
office of the Company or at any other place specified, in the notice calling the
meeting, for the receipt of proxies, at least the number of business days
specified in the notice for the receipt of proxies, or if no number of days is
specified, two business days before the day set for the holding of the meeting
or any adjourned meeting; or 

(ii)     
 at the meeting or any adjourned meeting, by the chair of the meeting or
adjourned meeting or by a person designated by the chair of the meeting or
adjourned meeting; 

(b)        if a representative
is appointed under this §12.5: 




- 18 - 

(i)        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 

(ii)       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. 

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. 

Proxy Provisions Do Not Apply to All Companies 

12.6                 
 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,
then §12.7 to §12.15 are not mandatory, however the directors of the Company are
authorized to apply all or part of such sections or to adopt alternative
procedures for proxy form, deposit and revocation procedures to the extent that
the directors deem necessary in order to comply with securities laws applicable
to the Company. 

Appointment of Proxy Holders 

12.7                 
 Every shareholder of the Company entitled to vote at a meeting of
shareholders may, by proxy, appoint one or more (but not more than two) proxy
holders to attend and act at the meeting in the manner, to the extent and with
the powers conferred by the proxy. 

Alternate Proxy Holders 

12.8                 
 A shareholder may appoint one or more alternate proxy holders to act in
the place of an absent proxy holder. 

Proxy Holder Need Not Be Shareholder 

12.9                 
 A proxy holder need not be a shareholder of the Company. 

Deposit of Proxy 

12.10               
A proxy for a meeting of shareholders must: 

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




- 19 - 

(b)        unless the notice
provides otherwise, be received, at the meeting or any adjourned meeting, by the
chair of the meeting or adjourned meeting or by a person designated by the chair
of the meeting or adjourned meeting. 

A proxy may be sent to the Company by written instrument, fax
or any other method of transmitting legibly recorded messages, including through
Internet or telephone voting or by email, if permitted by the notice calling the
meeting or the information circular for the meeting. 

Validity of Proxy Vote 

12.11               
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: 

(a)        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 or any adjourned meeting at
which the proxy is to be used; or 

(b)        at the meeting or
any adjourned meeting by the chair of the meeting or adjourned meeting, before
any vote in respect of which the proxy has been given has been taken. 

Form of Proxy 

12.12               
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 undersigned):
_____________________

	 	Signed [month, day, year] 
	 	 
	 	 
	 	[Signature of shareholder] 
	 	 
	 	 
	 	[Name of shareholder—printed]







- 20 - 

Revocation of Proxy 

12.13               
Subject to §12.14, every proxy may be revoked by an instrument in writing that
is received: 

(a)        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 or any adjourned
meeting at which the proxy is to be used; or 

(b)        at the meeting or
any adjourned meeting, by the chair of the meeting or adjourned meeting, before
any vote in respect of which the proxy has been given has been taken. 

Revocation of Proxy Must Be Signed 

12.14               
An instrument referred to in §12.13 must be signed as follows: 

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

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

Production of Evidence of Authority to Vote 

12.15              
 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. 

PART 13 

DIRECTORS 

First Directors; Number of Directors 

13.1                  
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
the Act. The number of directors, excluding additional directors appointed under
§14.8, is set at: 

(a)        subject to §(b) and
§(c), the number of directors that is equal to the number of the Company’s first
directors; 

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

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




- 21 - 

(ii)     
 the number of directors in office pursuant to §14.4; 

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

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

(ii)       the number of directors
in office pursuant to §14.4. 

Change in Number of Directors 

13.2                  
If the number of directors is set under §13.1(b)(i) or §13.1(c)(i): 

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

(b)        if the shareholders
do not elect or appoint the directors needed to fill any vacancies in the board
of directors up to that number then the directors, subject to §14.8, may appoint
directors to fill those vacancies. 

Directors’ Acts Valid Despite Vacancy 

13.3                 
 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. 

Qualifications of Directors 

13.4                 
 A director is not required to hold a share as qualification for his or her
office but must be qualified as required by the Act to become, act or continue
to act as a director. 

Remuneration of Directors 

13.5                 
 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. 

Reimbursement of Expenses of Directors 

13.6                 
 The Company must reimburse each director for the reasonable expenses that
he or she may incur in and about the business of the Company.

Special Remuneration for Directors 

13.7                  
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,
he or she may be paid remuneration fixed by the directors, or at the option of
the directors, fixed by ordinary resolution, and such remuneration will be in
addition to any other remuneration that he or she may be entitled to
receive.




- 22 - 

Gratuity, Pension or Allowance on Retirement of Director


13.8                  
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. 

PART 14 

ELECTION AND REMOVAL OF DIRECTORS 

Election at Annual General Meeting 

14.1                 
 At every annual general meeting and in every unanimous resolution
contemplated by §10.2: 

(a)        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 

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

Consent to be a Director 

14.2                  
No election, appointment or designation of an individual as a director is valid
unless: 

(a)        that individual
consents to be a director in the manner provided for in the Act; 

(b)        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 

(c)        with respect to
first directors, the designation is otherwise valid under the Act. 

Failure to Elect or Appoint Directors 

14.3                 
 If:

(a)        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 §10.2, on or before the date by which the annual
general meeting is required to be held under the Act; or 

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




- 23 - 

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

(c)        when his or her
successor is elected or appointed; and 

(d)        when he or she
otherwise ceases to hold office under the Act or these Articles. 

Places of Retiring Directors Not Filled 

14.4                 
 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 but their term of office shall expire when 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. 

Directors May Fill Casual Vacancies 

14.5                  
Any casual vacancy occurring in the board of directors may be filled by the
directors. 

Remaining Directors Power to Act 

14.6                  
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 calling a meeting of
shareholders for the purpose of filling any vacancies on the board of directors
or, subject to the Act, for any other purpose. 

Shareholders May Fill Vacancies 

14.7                 
 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. 

Additional Directors 

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

(a)        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





- 24 - 

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

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

Ceasing to be a Director 

14.9                  
A director ceases to be a director when: 

(a)        the term of office
of the director expires; 

(b)        the director dies;


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

(d)        the director is
removed from office pursuant to §14.10 or §14.11. 

Removal of Director by Shareholders 

14.10               
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 with the removal, then the directors may appoint or the
shareholders may elect, or appoint by ordinary resolution, a director to fill
that vacancy.

Removal of Director by Directors 

14.11              
 The directors may 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. 


		Articles 14.12 added by ordinary
      resolution approved by the Shareholders at the Annual General and Special
      Meeting of the Company held on February 24, 2014 and received for deposit
      at the Records Office on February 24, 2014 at 5:00 p.m. (P.T.). 

	Nomination of Directors 
	14.12 




	(a) 	
      Subject only to the Act, only persons who are nominated
      in accordance with the following procedures shall be eligible for election
      as directors of the Company. Nominations of persons for election to the
      board may be made at any annual meeting of shareholders, or at any special
      meeting of shareholders (but only if the election of directors is a matter
      specified in the notice of meeting given by or at the direction of the
      person calling such special meeting):

	 	 	 
		(i) 	
      by or at the direction of the board or an authorized
      officer of the Company, including pursuant to a notice of
  meeting;







- 25 - 

	 	(ii) 	
      by or at the direction or request of one or more
      shareholders pursuant to a proposal made in accordance with the provisions
      of the Act or a requisition of the shareholders made in accordance with
      the provisions of the Act; or

	 	 	 
	 	(iii) 	
      by any person (a “Nominating Shareholder”) (A) who, at
      the close of business on the date of the giving of the notice provided for
      below in this §14.12 and on the record date for notice of such meeting, is
      entered in the securities register as a holder of one or more shares
      carrying the right to vote at such meeting or who beneficially owns shares
      that are entitled to be voted at such meeting and (B) who complies with
      the notice procedures set forth below in this
§14.12.




	(b) 	
      In addition to any other applicable requirements, for a
      nomination to be made by a Nominating Shareholder, such person must have
      given (i) timely notice thereof in proper written form to the Corporate
      Secretary of the Company at the principal executive offices of the Company
      in accordance with this §14.12 and (ii) the representation and agreement
      with respect to each candidate for nomination as required by, and within
      the time period specified in §14.12 (e).

	 	 	 
	(c) 	
      To be timely under §14.12 (b) (i), a Nominating
      Shareholder’s notice to the Corporate Secretary of the Company must be
      made:

	 	 	 
		(i) 	
      in the case of an annual meeting of shareholders, not
      less than 30 nor more than 65 days prior to the date of the annual meeting
      of shareholders; provided, however, that in the event that the annual
      meeting of shareholders is called for a date that is less than 40 days
      after the date (the “Notice Date”) on which the first public announcement
      of the date of the annual meeting was made, notice by the Nominating
      Shareholder may be made not later than the tenth (10th) day following the
      Notice Date; and

	 	 	 
		(ii) 	
      in the case of a special meeting (which is not also an
      annual meeting) of shareholders called for the purpose of electing
      directors (whether or not called for other purposes), not later than the
      fifteenth (15th) day following the day on which the first public
      announcement of the date of the special meeting of shareholders was
      made.

	 	 	 
		(iii) 	
      Notwithstanding the foregoing, the board may, in its sole
      discretion, waive any requirement in this §14.12 (c).

	 	 	 
	(d) 	
      To be in proper written form, a Nominating Shareholder’s
      notice to the Corporate Secretary of the Company, under §14.12 (b)(i) must
      set forth:

	 	 	 
		(i) 	
      as to each person whom the Nominating Shareholder
      proposes to nominate for election as a director (A) the name, age,
      business address and residence address of the person, (B) the principal
      occupation or employment of the person, (C) the class or series and number
      of shares in the capital of the Company which are controlled or which are
      owned beneficially or of record by the person as of the record date for
      the Meeting of Shareholders (if such date shall then have been made
      publicly available and shall have occurred) and as of the date of such
      notice, (D) a statement as to whether such person would be
      “independent” of the Company (within the meaning of sections 1.4 and 1.5
      of National Instrument 52- 110 – Audit Committees of the Canadian
      Securities Administrators, as such provisions may be amended from time to
      time) if elected as a director at such meeting and the reasons and basis
      for such determination and (E) any other information relating to the
      person that would be required to be disclosed in a dissident’s proxy
      circular in connection with solicitations of proxies for election of
      directors pursuant to the Act and Applicable Securities Laws;
and








- 26 - 

	 	(ii) 	
      as to the Nominating Shareholder giving the notice, (A)
      any information relating to such Nominating Shareholder that would be
      required to be made in a dissident’s proxy circular in connection with
      solicitations of proxies for election of directors pursuant to the Act and
      Applicable Securities Laws, and (B) the class or series and number of
      shares in the capital of the Company which are controlled or which are
      owned beneficially or of record by the Nominating Shareholder as of the
      record date for the Meeting of Shareholders (if such date shall then have
      been made publicly available and shall have occurred) and as of the date
      of such notice.





	(e) 	
      To be eligible to be a candidate for election as a
      director of the Company and to be duly nominated, a candidate must be
      nominated in the manner prescribed in this §14.12 and the candidate for
      nomination, whether nominated by the board or otherwise, must have
      previously delivered to the Corporate Secretary of the Company at the
      principal executive offices of the Company, not less than 5 days prior to
      the date of the Meeting of Shareholders, a written representation and
      agreement (in a standard form to be provided by the Company at any time on
      request) that such candidate for nomination, if elected as a director of
      the Company, will comply with all publicly disclosed code (s) of conduct,
      corporate governance, conflict of interest, confidentiality, share
      ownership, majority voting and insider trading policies and other policies
      and guidelines of the Company applicable to directors and in effect during
      such person’s term in office as a director or alternatively, such
      candidate shall notify the Company in writing with reasonable details as
      to which of such codes, policies, etc that the candidate does not intend
      to observe and the reasons why. The Company may publicly disclose such
      candidate’s notification.

	 	 
	(f) 	
      No person shall be eligible for election as a director of
      the Company unless nominated in accordance with the provisions of this
      §14.12; provided, however, that nothing in this §14.12 shall be deemed to
      preclude discussion by a shareholder (as distinct from nominating
      directors) at a meeting of shareholders of any matter in respect of which
      it would have been entitled to submit a proposal pursuant to the
      provisions of the Act. The chair of the meeting shall have the power and
      duty to determine whether a nomination was made in accordance with the
      procedures set forth in the foregoing provisions and, if any proposed
      nomination is not in compliance with such foregoing provisions, to declare
      that such defective nomination shall be
disregarded.







- 27 - 

	(g) 	
      For purposes of this §14.12:

	 	 	 
		(i) 	
      “Affiliate”, when used to indicate a relationship with a
      person, shall mean a person that directly, or indirectly through one or
      more intermediaries, controls, or is controlled by, or is under common
      control with, such specified person;

	 	 	 
		(ii) 	
      “Applicable Securities Laws” means the Securities Act
      (British Columbia) and the equivalent legislation in the other provinces
      and in the territories of Canada, as amended from time to time, the rules,
      regulations and forms made or promulgated under any such statute and the
      published national instruments, multilateral instruments, policies,
      bulletins and notices of the securities commissions and similar regulatory
      authorities of each of the applicable provinces and territories of
      Canada;

	 	 	 
		(iii) 	
      “Associate”, when used to indicate a relationship with a
      specified person, shall mean (A) any corporation or trust of which such
      person owns beneficially, directly or indirectly, voting securities
      carrying more than 10% of the voting rights attached to all voting
      securities of such corporation or trust for the time being outstanding,
      (B) any partner of that person, (C) any trust or estate in which such
      person has a substantial beneficial interest or as to which such person
      serves as trustee or in a similar capacity, (D) a spouse of such specified
      person, (E) any person of either sex with whom such specified person is
      living in conjugal relationship outside marriage or (F) any relative of
      such specified person or of a person mentioned in clauses (D) or (E) of
      this definition if that relative has the same residence as the specified
      person;

	 	 	 
		(iv) 	
      “Derivatives Contract” shall mean a contract between two
      parties (the “Receiving Party” and the “Counterparty”) that is designed to
      expose the Receiving Party to economic benefits and risks that correspond
      substantially to the ownership by the Receiving Party of a number of
      shares in the capital of the Company or securities convertible into such
      shares specified or referenced in such contract (the number corresponding
      to such economic benefits and risks, the “Notional Securities”),
      regardless of whether obligations under such contract are required or
      permitted to be settled through the delivery of cash, shares in the
      capital of the Company or securities convertible into such shares or other
      property, without regard to any short position under the same or any other
      Derivatives Contract. For the avoidance of doubt, interests in broad-based
      index options, broad-based index futures and broad-based publicly traded
      market baskets of stocks approved for trading by the appropriate
      governmental authority shall not be deemed to be Derivatives
    Contracts;

	 	 	 
		(v) 	
      “Meeting of Shareholders” shall mean such annual
      shareholders meeting or special shareholders meeting, whether general or
      not, at which one or more persons are nominated for election to the board
      by a Nominating Shareholder;








- 28 - 

		(vi) 	“owned beneficially” or “owns beneficially” means, in
      connection with the ownership of shares in the capital of the Company by a
      person, (A) any such shares as to which such person or any of such person’s
      Affiliates or Associates owns at law or in equity, or has the right to
      acquire or become the owner at law or in equity, where such right is
      exercisable immediately or after the passage of time and whether or not on
      condition or the happening of any contingency or the making of any
      payment, upon the exercise of any conversion right, exchange right or
      purchase right attaching to any securities, or pursuant to any agreement,
      arrangement, pledge or understanding whether or not in writing; (B) any
      such shares as to which such person or any of such person’s Affiliates or
      Associates has the right to vote, or the right to direct the voting, where
      such right is exercisable immediately or after the passage of time and
      whether or not on condition or the happening of any contingency or the
      making of any payment, pursuant to any agreement, arrangement, pledge or
      understanding whether or not in writing; (C) any such shares which are
      beneficially owned, directly or indirectly, by a Counterparty (or any of
      such Counterparty’s Affiliates or Associates) under any Derivatives
      Contract (without regard to any short or similar position under the same
      or any other Derivatives Contract) to which such person or any of such
      person’s Affiliates or Associates is a Receiving Party; provided, however
      that the number of shares that a person owns beneficially pursuant to this
      clause (C) in connection with a particular Derivatives Contract shall not
      exceed the number of Notional Securities with respect to such Derivatives
      Contract; provided, further, that the number of securities owned
      beneficially by each Counterparty (including their respective Affiliates
      and Associates) under a Derivatives Contract shall for purposes of this
      clause be deemed to include all securities that are owned beneficially,
      directly or indirectly, by any other Counterparty (or any of such other
      Counterparty’s Affiliates or Associates) under any Derivatives Contract to
      which such first Counterparty (or any of such first Counterparty’s
      Affiliates or Associates) is a Receiving Party and this proviso shall be
      applied to successive Counterparties as appropriate; and (D) any such
      shares which are owned beneficially within the meaning of this definition
      by any other person with whom such person is acting jointly or in concert
      with respect to the Company or any of its securities; and



	 	 	 
	 	(vii) 	
      “public announcement” shall mean disclosure in a press
      release reported by a national news service in Canada, or in a document
      publicly filed by the Company or its agents under its profile on the
      System of Electronic Document Analysis and Retrieval at
    www.sedar.com.





	(h) 	
      Notwithstanding any other provision to this §14.12,
      notice or any delivery given to the Corporate Secretary of the Company
      pursuant to this §14.12 may only be given by personal delivery, facsimile
      transmission or by email (provided that the Corporate Secretary of the
      Company has stipulated an email address for purposes of this notice, at
      such email address as stipulated from time to time), and shall be deemed
      to have been given and made only at the time it is served by personal
      delivery, email (at the address as aforesaid) or sent by facsimile
      transmission (provided that receipt of confirmation of such transmission
      has been received) to the Corporate Secretary at the address of the
      principal executive offices of the Company; provided that if such delivery
      or electronic communication is made on a day which is a not a business day
      or later than 5:00 p.m. (Vancouver time) on a day which is a business day, then
      such delivery or electronic communication shall be deemed to have been
  made on the subsequent day that is a business day.








- 29 - 

	(i) 	
      In no event shall any adjournment or postponement of a
      Meeting of Shareholders or the announcement thereof commence a new time
      period for the giving of a Nominating Shareholder’s notice as described in
      §14.12 (c) or the delivery of a representation and agreement as described
      in §14.12 (e).



PART 15 

ALTERNATE DIRECTORS 

Appointment of Alternate Director 

15.1                  
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.

Notice of Meetings 

15.2                 
 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.

Alternate for More than One Director Attending Meetings


15.3                 
 A person may be appointed as an alternate director by more than one
director, and an alternate director: 

(a)        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; 

(b)        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; 

(c)        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 directors, once more
in that capacity; and




- 30 - 

(d)        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.


Consent Resolutions 

15.4                 
 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.

Alternate Director an Agent 

15.5                  
Every alternate director is deemed to be the agent of his or her appointor.

Revocation or Amendment of Appointment of Alternate Director


15.6                  
An appointor may at any time, by notice in writing received by the Company,
revoke or amend the terms of the appointment of an alternate director appointed
by him or her. 

Ceasing to be an Alternate Director 

15.7                  
The appointment of an alternate director ceases when: 

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


(b)        the alternate
director dies; 

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

(d)        the alternate
director ceases to be qualified to act as a director; or 

(e)        the term of his
appointment expires, or his or her appointor revokes the appointment of the
alternate directors. 

Remuneration and Expenses of Alternate Director 

15.8                  
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.




- 31 - 

PART 16 

POWERS AND DUTIES OF DIRECTORS 

Powers of Management 

16.1                 
 The directors must, subject to the Act and these Articles, manage or
supervise the management of the business and affairs of the Company and have the
authority to exercise all such powers of the Company as are not, by the Act or
by these Articles, required to be exercised by the shareholders of the Company.
Notwithstanding the generality of the foregoing, the directors may set the
remuneration of the auditor of the Company. 

Appointment of Attorney of Company 

16.2                 
 The directors may from time to time, by power of attorney or other
instrument, under seal if so required by law, appoint any person to be the
attorney of the Company for such purposes, and with such powers, authorities and
discretions (not exceeding those vested in or exercisable by the directors under
these Articles and excepting the power to fill vacancies in the board of
directors, to remove a director, to change the membership of, or fill vacancies
in, any committee of the directors, to appoint or remove officers appointed by
the directors and to declare dividends) and for such period, and with such
remuneration and subject to such conditions as the directors may think fit. Any
such power of attorney may contain such provisions for the protection or
convenience of persons dealing with such attorney as the directors think fit.
Any such attorney may be authorized by the directors to sub-delegate all or any
of the powers, authorities and discretions for the time being vested in him or
her.

PART 17 

INTERESTS OF DIRECTORS AND OFFICERS 

Obligation to Account for Profits 

17.1                 
 A director or senior officer who holds a disclosable interest (as that
term is used in the Act) in a contract or transaction into which the Company has
entered or proposes to enter is liable to account to the Company for any profit
that accrues to the director or senior officer under or as a result of the
contract or transaction only if and to the extent provided in the Act. 

Restrictions on Voting by Reason of Interest 

17.2                  
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.




- 32 - 

Interested Director Counted in Quorum 

17.3                  
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. 

Disclosure of Conflict of Interest or Property 

17.4                 
 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 Act. 

Director Holding Other Office in the Company 

17.5                 
 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. 

No Disqualification 

17.6                  
No director or intended director is disqualified by his or her office from
contracting with the Company either with regard to the holding of any office or
place of profit the director holds with the Company or as vendor, purchaser or
otherwise, and no contract or transaction entered into by or on behalf of the
Company in which a director is in any way interested is liable to be voided for
that reason. 

Professional Services by Director or Officer 

17.7                 
 Subject to the 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. 

Director or Officer in Other Corporations 

17.8                  
A director or officer may be or become a director, officer or employee of, or
otherwise interested in, any person in which the Company may be interested as a
shareholder or otherwise, and, subject to the 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. 




- 33 - 

PART 18 

PROCEEDINGS OF DIRECTORS 

Meetings of Directors 

18.1                 
 The directors may meet together for the conduct of business, adjourn and
otherwise regulate their meetings as they think fit, and meetings of the
directors held at regular intervals may be held at the place, at the time and on
the notice, if any, as the directors may from time to time determine. 

Voting at Meetings 

18.2                 
 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 has a second or casting vote. 

Chair of Meetings 

18.3                  
The following individual is entitled to preside as chair at a meeting of
directors: 

(a)        the chair of
the board, if any; 

(b)        in the absence of
the chair of the board, the president, if any, if the president is a director;
or 

(c)        any other
director chosen by the directors if: 

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

(ii)       neither the chair of the
board nor the president, if a director, is willing to chair the meeting; or 

(iii)      the chair of the board
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. 

Meetings by Telephone or Other Communications Medium


18.4                  
A director may participate in a meeting of the directors or of any committee of
the directors: 

(a)        in person; or


(b)        by telephone or
by other communications medium if all directors participating in the meeting,
whether in person or by telephone or other communications medium, are able to
communicate with each other. 




- 34 - 

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

Calling of Meetings 

18.5                  
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.

Notice of Meetings 

18.6                 
 Other than for meetings held at regular intervals as determined by the
directors pursuant to §18.1, 48 hours’ notice or such lesser notice as the
Chairman in his discretion determines, acting reasonably, is appropriate in any
unusual circumstances of each meeting of the directors, specifying the place,
day and time of that meeting must be given to each of the directors by any
method set out in §24.1 or orally or by telephone. 

When Notice Not Required 

18.7                 
 It is not necessary to give notice of a meeting of the directors to a
director if: 

(a)        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 

(b)        the director has
waived notice of the meeting. 

Meeting Valid Despite Failure to Give Notice 

18.8                  
The accidental omission to give notice of any meeting of directors to, or the
non-receipt of any notice by, any director, does not invalidate any proceedings
at that meeting. 

Waiver of Notice of Meetings 

18.9                  
Any 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 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. Attendance of a director or alternate director at a meeting of
the directors is a waiver of notice of the meeting unless that director or
alternate director attends the meeting for the express purpose of objecting to
the transaction of any business on the grounds that the meeting is not lawfully
called. 




- 35 - 

Quorum 

18.10               
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 a majority of the
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. 

Validity of Acts Where Appointment Defective 

18.11               
Subject to the 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. 

Consent Resolutions in Writing 

18.12                
A resolution of the directors or of any committee of the directors may be passed
without a meeting: 

(a)        in all cases,
if each of the directors entitled to vote on the resolution consents to it in
writing; or 

(b)        in the case of a
resolution to approve a contract or transaction in respect of which a director
has disclosed that he or she has or may have a disclosable interest, if each of
the other directors who have not made such a disclosure consents in writing to
the resolution. 

A consent in writing under this §18.12 may be by signed
document, fax, email or any other method of transmitting legibly recorded
messages. A consent in writing may be in two or more counterparts which together
are deemed to constitute one consent in writing. A resolution of the directors
or of any committee of the directors passed in accordance with this §18.12 is
effective on the date stated in the consent in writing or on the latest date
stated on any counterpart and is deemed to be a proceeding at a meeting of
directors or of the committee of the directors and to be as valid and effective
as if it had been passed at a meeting of the directors or of the committee of
the directors that satisfies all the requirements of the Act and all the
requirements of these Articles relating to meetings of the directors or of a
committee of the directors. 

PART 19 

EXECUTIVE AND OTHER COMMITTEES 

Appointment and Powers of Executive Committee 

19.1                 
 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: 

(a)        the power to
fill vacancies in the board of directors; 




- 36 - 

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

Appointment and Powers of Other Committees 

19.2                 
 The directors may, by resolution: 

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

(b)        delegate to a
committee appointed under §(a) any of the directors’ powers, except: 

(i)        the power to fill
vacancies in the board of directors; 

(ii)       the power to remove a
director; 

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

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

(c)        make any delegation
referred to in §(b) subject to the conditions set out in the resolution or any
subsequent directors’ resolution. 

Obligations of Committees 

19.3                  
Any committee appointed under §19.1 or §19.2, in the exercise of the powers
delegated to it, must: (a) conform to any rules that may from time to time be
imposed on it by the directors; and (b) report every act or thing done in
exercise of those powers at such times as the directors may require. 

Powers of Board 

19.4                  
The directors may, at any time, with respect to a committee appointed under
§19.1 or §19.2: 

(a)        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; 

(b)        terminate the
appointment of, or change the membership of, the committee; and 




- 37 - 

(c)        fill vacancies in
the committee. 

Committee Meetings 

19.5          
 Subject to §19.3(a) and unless the directors otherwise provide in the
resolution appointing the committee or in any subsequent resolution, with
respect to a committee appointed under §19.1 or §19.2: 

(a)        the committee may
meet and adjourn as it thinks proper; 

(b)        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; 

(c)        a majority of the
members of the committee constitutes a quorum of the committee; and 

(d)        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. 

PART 20 

OFFICERS 

Directors May Appoint Officers 

20.1                  
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.

Functions, Duties and Powers of Officers 

20.2                 
 The directors may, for each officer: 

(a)        determine the
functions and duties of the officer; 

(b)        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


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


Qualifications

20.3                  
No person may be appointed as an officer unless that person is qualified in
accordance with the Act. One person may hold more than one position as an
officer of the Company. Any person appointed as the chair of the board or as a
managing director must be a director. Any other officer need not be a
director.




- 38 - 

Remuneration and Terms of Appointment 

20.4                  
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 thinks 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.

PART 21 

INDEMNIFICATION 

Definitions 

21.1                 
 In this Part 21: 

(a)        “eligible
party”, in relation to a company, means an individual who: 

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

(ii)       is or was a director,
alternate director or officer of another corporation 

(A) at a time when the
  corporation is or was an affiliate of the Company, or

 (B) at the request of the
  Company; or 

(iii)      at the request of the
Company, is or was, or 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; 

and includes, except in the definition
of “eligible proceeding”, and §163(1)(c) and (d) and §165 of the Act, the heirs
and personal or other legal representatives of that individual;

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

(c)        “eligible
proceeding” means a proceeding in which an eligible party or any of the
heirs and personal or other legal representatives of the eligible party, by
reason of the eligible party being or having been a director, alternate director
or officer of, or holding or having held a position equivalent to that of a
director, alternate director or officer of, the Company or an associated
corporation 

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




- 39 - 

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

(d)        “expenses”
has the meaning set out in the Act and includes costs, charges and expenses,
including legal and other fees, but does not include judgments, penalties, fines
or amounts paid in settlement of a proceeding; and 

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

Mandatory Indemnification of Eligible Parties 

21.2                 
 Subject to the Act, the Company must indemnify each eligible party and the
heirs and legal personal representatives of each eligible party against all
eligible penalties to which 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 eligible party is deemed to have contracted with the Company on the terms
of the indemnity contained in this §21.2. 

Indemnification of Other Persons 

21.3                  
Subject to any restrictions in the Act, the Company may agree to indemnify and
may indemnify any person (including an eligible party) against eligible
penalties and pay expenses incurred in connection with the performance of
services by that person for the Company. 

Authority to Advance Expenses 

21.4                  
The Company may advance expenses to an eligible party to the extent permitted by
and in accordance with the Act. 

Non-Compliance with Act 

21.5                 
 Subject to the Act, the failure of an eligible party of the Company to
comply with the Act or these Articles or, if applicable, any former Companies
Act or former Articles does not, of itself, invalidate any indemnity to
which he or she is entitled under this Part 21. 

Company May Purchase Insurance 

21.6                  
The Company may purchase and maintain insurance for the benefit of any eligible
party (or the heirs or legal personal representatives of any eligible party)
against any liability incurred by any eligible party. 




- 40 - 

PART 22 

DIVIDENDS 

Payment of Dividends Subject to Special Rights 

22.1                 
 The provisions of this Part 22 are subject to the rights, if any, of
shareholders holding shares with special rights as to dividends. 

Declaration of Dividends 

22.2                  
Subject to the Act, the directors may from time to time declare and authorize
payment of such dividends as they may deem advisable. 

No Notice Required 

22.3                 
 The directors need not give notice to any shareholder of any declaration
under §22.2. 

Record Date 

22.4                 
 The directors must 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. 

Manner of Paying Dividend 

22.5                  
A resolution declaring a dividend may direct payment of the dividend wholly or
partly in money or by the distribution of specific assets or of fully paid
shares or of bonds, debentures or other securities of the Company or any other
corporation, or in any one or more of those ways. 

Settlement of Difficulties 

22.6                 
 If any difficulty arises in regard to a distribution under §22.5, the
directors may settle the difficulty as they deem advisable, and, in particular,
may: 

(a       ) set the value for
distribution of specific assets; 

(b)        determine that money
in substitution for all or any part of the specific assets to which any
shareholders are entitled may be paid to any shareholders on the basis of the
value so fixed in order to adjust the rights of all parties; and 

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

When Dividend Payable 

22.7                  
Any dividend may be made payable on such date as is fixed by the directors. 




- 41 - 

Dividends to be Paid in Accordance with Number of Shares


22.8                  
All dividends on shares of any class or series of shares must be declared and
paid according to the number of such shares held. 

Receipt by Joint Shareholders 

22.9                 
 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. 

Dividend Bears No Interest 

22.10               
No dividend bears interest against the Company. 

Fractional Dividends 

22.11               
 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. 

Payment of Dividends 

22.12               
Any dividend or other distribution payable in money 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 registered address of the shareholder, or in the case of joint
shareholders, to the registered 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. 

Capitalization of Retained Earnings or Surplus 

22.13               
Notwithstanding anything contained in these Articles, the directors may from
time to time capitalize any retained earnings or 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 retained earnings or
surplus so capitalized or any part thereof. 

PART 23 

ACCOUNTING RECORDS AND AUDITOR 

Recording of Financial Affairs 

23.1                  
The directors must cause adequate accounting records to be kept to record
properly the financial affairs and condition of the Company and to comply with
the Act. 




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Inspection of Accounting Records 

23.2                 
 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. 

PART 24 

NOTICES 

Method of Giving Notice 

24.1                  
Unless the Act or these Articles provide otherwise, a notice, statement, report
or other record required or permitted by the Act or these Articles to be sent by
or to a person may be sent by: 

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

(i)        for a record mailed
to a shareholder, the shareholder’s registered address; 

(ii)       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; 

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

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

(i)        for a record
delivered to a shareholder, the shareholder’s registered address; 

(ii)       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; 

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

(c)        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; 

(d)        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; 

(e)        physical
delivery to the intended recipient. 




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Deemed Receipt of Mailing 

24.2                 
 A notice, statement, report or other record that is: 

(a)        mailed to a person
by ordinary mail to the applicable address for that person referred to in §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; 

(b)        faxed to a person to
the fax number provided by that person referred to in §24.1 is deemed to be
received by the person to whom it was faxed on the day it was faxed; and 

(c)        emailed to a
person to the e-mail address provided by that person referred to in §24.1 is
deemed to be received by the person to whom it was e-mailed on the day that it
was emailed. 

Certificate of Sending 

24.3                   A
certificate signed by the secretary, if any, or other officer of the Company or
of any other corporation acting in that capacity on behalf of the Company
stating that a notice, statement, report or other record was sent in accordance
with §24.1 is conclusive evidence of that fact. 

Notice to Joint Shareholders 

24.4                  
A notice, statement, report or other record may be provided by the Company to
the joint shareholders of a share by providing such record to the joint
shareholder first named in the central securities register in respect of the
share. 

Notice to Legal Personal Representatives and Trustees


24.5                  
A notice, statement, report or other record may be provided by the Company to
the persons entitled to a share in consequence of the death, bankruptcy or
incapacity of a shareholder by: 

(a)        mailing the
record, addressed to them: 

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

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

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




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Undelivered Notices 

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

PART 25 

SEAL 

Who May Attest Seal 

25.1                   Except
as provided in §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: 

(a)        any two
directors; 

(b)        any officer,
together with any director; 

(c)        if the Company
only has one director, that director; or 

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

Sealing Copies 

25.2                   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 §25.1, the impression of the seal may be attested by the
signature of any director or officer or the signature of any other person as may
be determined by the directors. 

Mechanical Reproduction of Seal 

25.3                  
The directors may authorize the seal to be impressed by third parties on share
certificates or bonds, debentures or other securities of the Company as they may
determine appropriate from time to time. To enable the seal to be impressed on
any share certificates or bonds, debentures or other securities of the Company,
whether in definitive or interim form, on which facsimiles of any of the
signatures of the directors or officers of the Company are, in accordance with
the Act or these Articles, printed or otherwise mechanically reproduced, there
may be delivered to the person employed to engrave, lithograph or print such
definitive or interim share certificates or bonds, debentures or other
securities one or more unmounted dies reproducing the seal and such persons as
are authorized under §25.1 to attest the Company’s seal may in writing authorize
such person to cause the seal to be impressed on such definitive or interim
share certificates or bonds, debentures or other securities by the use of such
dies. Share certificates or bonds, debentures or other securities to which
the seal has been so impressed are for all purposes deemed to be under and to
bear the seal impressed on them. 




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PART 26 

SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO PREFERRED SHARES


Special Rights and Restrictions 

26.1           
       The Preferred shares without par value
shall have attached thereto the following special rights and restrictions: 

(a)        the holders of the
Preferred shares shall be entitled to receive notices of and to attend and vote
at all Meetings of the shareholders of the Company in the same manner and to the
same extent as are the holders of the common shares; 

(b)        the holders of the
Preferred shares shall be entitled to receive, and the Company shall pay thereon
as and when declared by the board of directors out of the monies of the Company
properly applicable to the payment of dividends, dividends which shall be in the
amounts and upon the conditions that shall have been agreed upon by the board of
directors at the time of issuance and sale of each such share. More
specifically, the directors of the Company shall be entitled, upon agreeing to
sell a Preferred share, to contract as to the rate of dividend which will be
paid on the share, if any, how often the dividends are to be paid, whether they
are to be accumulative and whether the rate is fixed for the life of the share
or shall be subject to declaration by the board of directors each year; 

(c)        the holders of
the Preferred shares shall be entitled to exchange them for Common shares in the
capital of the Company; provided that when the directors agree to the issuance
of any Preferred shares they shall be entitled to specify the terms, conditions
and rates during which and upon which the holders of these Preferred shares
subject to such specifications shall be entitled to exercise these conversion
privileges; 

(d)        the Company may,
upon giving notice as hereinafter provided, redeem the whole or any part of the
Preferred shares on payment for each share to be redeemed of the amount paid up
thereon, together with all dividends declared thereon and unpaid; in case a part
only of the then outstanding Preferred shares is at any time to be redeemed, the
shares so to be redeemed shall be selected by lot in such manner as the
directors in their discretion shall decide or, if the directors so determine,
may be redeemed pro rata, disregarding fractions, and the directors may make
such adjustments as may be necessary to avoid the redemption of fractional parts
of shares; not less than thirty (30) days' notice in writing of such redemption
shall be given by mailing such notice to the registered holders of the shares to
be redeemed, specifying the date and place or places of redemption; if notice of
any such redemption be given by the Company in the manner aforesaid and an
amount sufficient to redeem the shares be deposited with any trust company or
chartered bank in Canada as specified in the notice on or before the date fixed
for redemption, dividends on the Preferred shares to be redeemed shall cease
after the date so fixed for redemption and
the holders thereof shall thereafter have no rights against the Company in
respect thereof except, upon the surrender of certificates for such shares, to
receive payment therefor out of the money so deposited; after the redemption
price of such shares has been deposited with any trust company or chartered bank
in Canada, as aforesaid, notice shall be given to the holders of any Preferred
shares called for redemption who have failed to present the certificates
representing such shares within two (2) months of the date specified for
redemption that the money has been so deposited and may be obtained by the
holders of the said Preferred shares upon presentation of the certificates
representing such shares called for redemption at the said trust company or
chartered bank. The Company will redeem such Preferred shares at the price so
specified, provided the redemption will not be in breach of any of the
provisions of the Act; 




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(e)        the Preferred shares
shall rank, both as regards dividends and return of capital, in priority to all
other shares of the Company, but shall not be entitled to any further right to
participate in the profits or assets of the Company; 

(f)        in the event of
the liquidation, dissolution or winding-up of the Company, whether voluntary or
involuntary, the holders of the Preferred shares shall be entitled to receive,
before any distribution of any part of the property and assets of the Company
among the holders of any other shares, an amount equal to one hundred percent
(100%) of the amount paid thereon and any dividends declared thereon and unpaid,
and no more;

(g)      
 the directors of the Company may issue the Preferred shares in one or more
series. In addition, the directors may, by resolution, alter the Notice of
Articles to fix the number of shares in and to determine the designation of the
shares of each series; the directors may also, by resolution, alter the Notice
of Articles to create, define and attach special rights and restrictions to the
shares of each series, subject to the special rights and restrictions attached
to the Preferred shares.