---

|                              | Mailing Address:                 | Location:
|----------------------------- | -------------------------------- | ---------
|PO Box 9431 Stn Prov Govt     | 2nd Floor - 940 Blanshard Street
|Victoria BC V8W 9V3           | Victoria BC                     
|www.corporateonline.gov.bc.ca | 1 877 526-1526                  

Cover Sheet

NORTHERN DYNASTY MINERALS LTD.

Confirmation of Service

|Form Filed:              | Notice of Change of Directors       
|------------------------ | ------------------------------------
|Date and Time of Filing: | March 24, 2016 03:19 PM Pacific Time
|Name of Company:         | NORTHERN DYNASTY MINERALS LTD.      
|Incorporation Number:    | BC0263934                           

|
|

This package contains:

| |  | Certified Copy of the Notice of Articles
| | - | ----------------------------------------

|
|

Check your documents carefully to ensure there are no errors or
omissions. If errors or omissions are discovered, please contact the Corporate
Registry for instructions on how to correct the errors or omissions.

Page: 1 of 1

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|                              | Mailing Address:                 | Location:
|----------------------------- | -------------------------------- | ---------
|PO Box 9431 Stn Prov Govt     | 2nd Floor - 940 Blanshard Street
|Victoria BC V8W 9V3           | Victoria BC                     
|www.corporateonline.gov.bc.ca | 1 877 526-1526                  

CERTIFIED COPYOf a Document
filed with the Province ofBritish Columbia Registrar of Companies

| | Notice of Articles        | 
| | ------------------------- | 
| | BUSINESS CORPORATIONS ACT



|
|

NOTICE OF ARTICLES

Name of Company:

NORTHERN DYNASTY MINERALS LTD.

|
|

REGISTERED OFFICE INFORMATION

|Mailing Address:         | Delivery Address:       
|------------------------ | ------------------------
|1500 ROYAL CENTRE        | 1500 ROYAL CENTRE       
|PO BOX 11117             | PO BOX 11117            
|1055 WEST GEORGIA STREET | 1055 WEST GEORGIA STREET
|VANCOUVER BC V6E 4N7     | VANCOUVER BC V6E 4N7    
|CANADA                   | CANADA                  

|
|

RECORDS OFFICE INFORMATION

|Mailing Address:         | Delivery Address:       
|------------------------ | ------------------------
|1500 ROYAL CENTRE        | 1500 ROYAL CENTRE       
|PO BOX 11117             | PO BOX 11117            
|1055 WEST GEORGIA STREET | 1055 WEST GEORGIA STREET
|VANCOUVER BC V6E 4N7     | VANCOUVER BC V6E 4N7    
|CANADA                   | CANADA                  

Page: 1 of 3

---

|
|

DIRECTOR INFORMATION

Last Name, First Name, Middle Name:Balakrishnan,
Desmond

|Mailing Address:                | Delivery Address:              
|------------------------------- | -------------------------------
|1500 - 1055 WEST GEORGIA STREET | 1500 - 1055 WEST GEORGIA STREET
|VANCOUVER BC V6E 4N7 CANADA     | VANCOUVER BC V6E 4N7 CANADA    
|                                |                                

Last Name, First Name, Middle Name:DE WITT, DAVID
E

|Mailing Address:            | Delivery Address:          
|--------------------------- | ---------------------------
|1400-400 BURRARD STREE,     | 1400-400 BURRARD STREE,    
|VANCOUVER BC V6C 3A6 CANADA | VANCOUVER BC V6C 3A6 CANADA
|                            |                            

Last Name, First Name, Middle Name:De Groot,
Marcel

|Mailing Address:            | Delivery Address:          
|--------------------------- | ---------------------------
|1400-400 BURRARD STREET     | 1400-400 BURRARD STREET    
|VANCOUVER BC V6C 3A6 CANADA | VANCOUVER BC V6C 3A6 CANADA
|                            |                            

Last Name, First Name, Middle Name:Keep, Gordon

|Mailing Address:               | Delivery Address:             
|------------------------------ | ------------------------------
|595 BURRARD STREET, SUITE 3123 | 595 BURRARD STREET, SUITE 3123
|VANCOUVER BC V7X 1J1 CANADA    | VANCOUVER BC V7X 1J1 CANADA   
|                               |                               

Last Name, First Name, Middle Name:DICKINSON, ROBERT
A.

|Mailing Address:                      | Delivery Address:                    
|------------------------------------- | -------------------------------------
|15TH FLOOR - 1040 WEST GEORGIA STREET | 15TH FLOOR - 1040 WEST GEORGIA STREET
|VANCOUVER BC V6E 4H1 CANADA           | VANCOUVER BC V6E 4H1 CANADA          
|                                      |                                      

Last Name, First Name, Middle Name:Pickering,
Kenneth

|Mailing Address:                      | Delivery Address:                    
|------------------------------------- | -------------------------------------
|15TH FLOOR - 1040 WEST GEORGIA STREET | 15TH FLOOR - 1040 WEST GEORGIA STREET
|VANCOUVER BC V6E 4H1 CANADA           | VANCOUVER BC V6E 4H1 CANADA          
|                                      |                                      

Page: 2 of 3

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Last Name, First Name, Middle Name:THIESSEN, RONALD
W.

|Mailing Address:                      | Delivery Address:                    
|------------------------------------- | -------------------------------------
|15TH FLOOR - 1040 WEST GEORGIA STREET | 15TH FLOOR - 1040 WEST GEORGIA STREET
|VANCOUVER BC V6E 4H1 CANADA           | VANCOUVER BC V6E 4H1 CANADA          
|                                      |                                      

Last Name, First Name, Middle Name:Decker,
Steven

|Mailing Address:     | Delivery Address:   
|-------------------- | --------------------
|12610 KLING ST       | 12610 KLING ST      
|STUDIO CITY CA 91604 | STUDIO CITY CA 91604
|UNITED STATES        | UNITED STATES       
|                     |                     

|
|

|AUTHORIZED
      SHARE STRUCTURE
|--------------------------------

| | 1. | No Maximum | Common Shares | Without Par Value                                    
| | -- | ---------- | ------------- | -----------------------------------------------------
| |    |            |               |                                                      
| |    |            |               |                                                      
| |    |            |               | Without Special Rights or
      Restrictions attached

|
|

Page: 3 of 3

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1

Incorporation number: BC0263934

NORTHERN DYNASTY MINERALS LTD.(the Company)

ARTICLES

|ARTICLE
      1 INTERPRETATION                           | 2 
|-------------------------------------------------------- | --
|ARTICLE
      2 SHARES AND SHARE CERTIFICATES            | 2 
|ARTICLE
      3 ISSUE OF SHARES                          | 4 
|ARTICLE
      4 SHARE REGISTERS                          | 5 
|ARTICLE
      5 SHARE TRANSFERS                          | 5 
|ARTICLE
      6 TRANSMISSION OF SHARES                   | 7 
|ARTICLE
      7 PURCHASE OF SHARES                       | 7 
|ARTICLE
      8 BORROWING POWERS                         | 8 
|ARTICLE
      9 ALTERATIONS                              | 8 
|ARTICLE
      10 MEETINGS OF SHAREHOLDERS                | 10
|ARTICLE
      11 PROCEEDINGS AT MEETINGS OF SHAREHOLDERS | 12
|ARTICLE
      12 VOTES OF SHAREHOLDERS                   | 16
|ARTICLE
      13 DIRECTORS                               | 20
|ARTICLE
      14 ELECTION AND REMOVAL OF DIRECTORS       | 22
|ARTICLE
      15 ALTERNATE DIRECTORS                     | 24
|ARTICLE
      16 POWERS AND DUTIES OF DIRECTORS          | 26
|ARTICLE
      17 DISCLOSURE OF INTEREST OF DIRECTORS     | 27
|ARTICLE
      18 PROCEEDINGS OF DIRECTORS                | 28
|ARTICLE
      19 EXECUTIVE AND OTHER COMMITTEES          | 31
|ARTICLE
      20 OFFICERS                                | 32
|ARTICLE
      21 INDEMNIFICATION                         | 33
|ARTICLE
      22 DIVIDENDS                               | 35
|ARTICLE
      23 DOCUMENTS, RECORDS AND REPORTS          | 36
|ARTICLE
      24 NOTICES                                 | 37
|ARTICLE
      25 SEAL                                    | 38

Articles amended by Annual and Special
  General Meeting of the shareholders held on June 10, 2010 and received for
  deposit at the Records Office on July 19, 2010.

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- 2 -

ARTICLE 1

INTERPRETATION

Definitions

1.1          In
  these Articles, unless the context otherwise requires:

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

(b)     
  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;

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

(d)     
  registered address of a shareholder means the shareholders address as
  recorded in the central securities register;

(e)     
  seal means the seal of the Company, if any;

(f)     
  share means a share in the capital of the Company; and

(g)     
  special majority means the majority of votes described in §11.2 which
  is required to pass a special resolution.

Act andInterpretation ActDefinitions
  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 between
  these Articles and the Act, the Act will prevail.

ARTICLE 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.

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- 3 -

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
  uncertificated shares, each shareholder is entitled on request, 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 or acknowledgment and
  delivery of a share certificate or acknowledgment for a share to one of several
  joint shareholders or to one of the shareholders duly authorized agents will be
  sufficient delivery to all. 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 or the shareholders duly
  authorized agent 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:

(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,
  the Company must issue a replacement share certificate or acknowledgment, as the
  case may be, to the person entitled to that share certificate or acknowledgment,
  if the requirements of the Act are satisfied and it receives:

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

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- 4 -

(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 by law or statute or these Articles provided
  or as ordered by a court of competent jurisdiction) any other rights in respect
  of any share except an absolute right to the entirety thereof in the
  shareholder.

ARTICLE 3

ISSUE OF SHARES

Directors Authorized

3.1          
  Subject to the Act and the rights 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.

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- 5 -

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.

Share Purchase Warrants and Rights

3.4          
  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.

ARTICLE 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.

ARTICLE 5

SHARE TRANSFERS

Registering Transfers

5.1          
  A transfer of a share must not be registered unless the Company, or the
  Companys 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
  (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 or non-transferable written acknowledgement 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 share certificate; and

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- 6 -

(c)     such other
  evidence, if any, as the Company or the transfer agent or registrar for the
  class or series of shares 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 is genuine 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 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 or by the transfer
  agent or registrar for those shares from time to time.

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 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.

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- 7 -

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.

ARTICLE 6

TRANSMISSION OF SHARES

Legal Personal Representative Recognized on Death

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

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.

ARTICLE 7

PURCHASE OF SHARES

Company Authorized to Purchase Shares

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

Purchase When Insolvent

7.2          
  The Company must not make a payment or provide any other consideration to
  purchase 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.

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- 8 -

Sale and Voting of Purchased 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.

ARTICLE 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.

ARTICLE 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;

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- 9 -

(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 a special resolution.

Special Rights and Restrictions

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

(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 accordingly.

9.3          
  To the extent permitted by and subject to the Act, if the special rights and
  restrictions attached to a class or series of shares permit the directors to do
  so, the directors may:

(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)      alter
  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.

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- 10 -

Change of Name

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

Other Alterations

9.5          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.

ARTICLE 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 an annual general meeting at least once in each
  calendar year and not more than 15 months after its last annual reference date.

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 under the Act 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, whenever they think fit, 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, 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:

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

(b)     otherwise,
  10 days.

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- 11 -

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

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

(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.

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- 12 -

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.

ARTICLE 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;

(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 to pass a special resolution at a meeting of
  shareholders is two-thirds of the votes cast on the resolution.

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Quorum

11.3         
  Subject to the special rights and restrictions attached to the shares of any
  class or series of shares, the quorum for the transaction of business at a
  meeting of shareholders is two persons who are, or who represent by proxy,
  shareholders who, in the aggregate, hold at least 331/3% 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.

Other Persons May Attend

11.5          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 and
  every other person invited by the directors are entitled to attend any meeting
  of shareholders, but if any of those persons does attend a meeting of
  shareholders, that person is not to be counted in the quorum and is not entitled
  to vote at the meeting unless that person is a shareholder or proxy holder
  entitled to vote at the meeting.

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:

(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,
  one or more shareholders entitled to attend and vote at the meeting constitute a
  quorum.

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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 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.

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 at
  least one shareholder entitled to vote who is present in person or by proxy.

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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.

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 his or her
  determination made in good faith is final and conclusive.

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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.

Demand for Poll

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

ARTICLE 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.

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.

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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, either 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, 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.

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:

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

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

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

(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.

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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
  of the Company 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.

When Proxy Holder Need Not Be Shareholder

12.9          A
  person must not be appointed as a proxy holder unless the person is a
  shareholder, although a person who is not a shareholder may be appointed as a
  proxy holder if:

(a)     the person
  appointing the proxy holder is a corporation or a representative of a
  corporation appointed under §12.5;

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

(c)     the
  shareholders present in person or by proxy at and entitled to vote at the
  meeting for which the proxy holder is to be appointed, by a resolution on which
  the proxy holder is not entitled to vote but in respect of which the proxy
  holder is to be counted in the quorum, permit the proxy holder to attend and
  vote at the meeting.

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

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

A proxy may be sent to the Company by written instrument, fax
  or any other method of transmitting legibly recorded messages, including through
  Internet voting or by e-mail 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 at which the proxy is to be used; or

(b) by the chair of the meeting,
  before the vote is 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 if given in
  respect of all shares registered in the name of the shareholder):
  _____________________

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


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Revocation of Proxy

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

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

(b)     provided,
  at the meeting, to the chair of the meeting.

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 his or her legal personal
  representative or trustee in bankruptcy;

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

ARTICLE 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

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(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 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.

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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.

ARTICLE 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

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;

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

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

(d)     the date on
  which 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 summoning 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 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

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(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.

See attached pages 24.1 to 24.5 for
  new Article 14.12. The Articles were amended by ordinary resolution passed at
  the Annual General and Special Meeting of Shareholders held on June 19, 2013 @
  3:00 PM local time and deposited into the Records Books on September 5, 2013.

ARTICLE 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

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This Article 14.12 - was added by
  ordinary resolution passed at the Annual General and Special Meeting of
  Shareholders held on June 25, 2013 @ 3:00 PM local time and deposited into the
  Record Book on September 5, 2013.

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;

(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.

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- 2 -

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

(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 form provided by the Company) that such candidate for nomination,
  if elected as a director of the Company, will comply with all applicable
  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 (and, if requested by any candidate for nomination, the
  Corporate Secretary of the Company shall provide to such candidate for
  nomination all such policies and guidelines then in effect).

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- 3 -

(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.

(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;

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- 4 -

(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;

(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.

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- 5 -

(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.

(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) .

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25

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

(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:

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(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.

ARTICLE 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.

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- 27 -

ARTICLE 17

DISCLOSURE OF INTEREST OF DIRECTORS

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.

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.

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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.

ARTICLE 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

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(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
  in person or by telephone if all directors participating in the meeting, whether
  in person or by telephone , are able to communicate with each other. A director
  may participate in a meeting of the directors or of any committee of the
  directors by a communications medium other than telephone if all directors
  participating in the meeting, whether in person or by telephone or other
  communications medium, are able to communicate with each other and if all
  directors who wish to participate in the meeting agree to such participation. A
  director who participates in a meeting in a manner contemplated by this §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 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.

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- 30 -

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 are entitled to vote on the resolution consents
  to it in writing.

18.13        A consent in
  writing under this Article 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.

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ARTICLE 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;

(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

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(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

(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.

ARTICLE 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:

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(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.

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.

ARTICLE 21

INDEMNIFICATION

Definitions

21.1         In this Article
  21:

(a)     eligible
  party means an individual who:

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

(ii)    is or was a
  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 or officer of a partnership, trust, joint venture or other
  unincorporated entity;

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

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

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

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

and shall include any other proceeding
  or action contemplated by the Act; and

(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.

Mandatory Indemnification of Directors and Former Directors

21.2        Subject to the
  Act, the Company must indemnify a director or former director of the Company and
  his or her heirs and legal personal representatives against all eligible
  penalties to which such person is or may be liable, and the Company must, after
  the final disposition of an eligible proceeding, pay the expenses actually and
  reasonably incurred by such person in respect of that proceeding. Each director
  or officer 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 a director or officer of the Company to comply with the Act
  or these Articles does not, of itself, invalidate any indemnity to which he or
  she is entitled under this Part.

Company May Purchase Insurance

21.6         The Company may
  purchase and maintain insurance for the benefit of any eligible party person (or
  his or her heirs or legal personal representatives) against any liability incurred by him or her as such director, officer or person who
  holds or held such equivalent position.

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ARTICLE 22

DIVIDENDS

Payment of Dividends Subject to Special Rights

22.1         The provisions
  of this Article 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.

Record Date

22.3         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

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

Settlement of Difficulties

22.5         If any
  difficulty arises in regard to a distribution under §22.4, 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 cash payments in substitution for all or any part of the specific assets to
  which any shareholders are entitled may be made to any shareholders on the basis
  of the value so fixed in order to adjust the rights of all parties; and

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

When Dividend Payable

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

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Dividends to be Paid in Accordance with Number of Shares

22.7         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

22.8         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

22.9         No dividend
  bears interest against the Company.

Fractional Dividends

22.10        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

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

Capitalization of Surplus

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

ARTICLE 23

DOCUMENTS, RECORDS AND REPORTS

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.

ARTICLE 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 record that
  is 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.

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 behalf for the Company stating that a notice,
  statement, report or other record was addressed as required by §24.1, prepaid
  and mailed or otherwise sent as permitted by §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 the notice to the joint shareholder first
  named in the central securities register in respect of the share.

Notice to Trustees and Personal Representatives

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.

ARTICLE 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;

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(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.

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 the chair of the board or any senior
  officer together with the secretary, treasurer, secretary-treasurer, an
  assistant secretary, an assistant treasurer or an assistant secretary-treasurer
  may in writing authorize such person 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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