##### 



Incorporation number:281920 Exhibit 3.2* (Form 20-F 2004) BRONX VENTURES INC.
(the Company) ARTICLES 1.
    
    INTERPRETATION
    
    
    11.1
    
    Definitions
    
    
    11.2
    
    Business Corporations Actand Interpretation ActDefinitions Applicable
    
    
    11.3
    
    Conflicts Between Articles and the Business Corporations Act
    
    
    12.
    
    SHARES AND SHARE CERTIFICATES
    
    
    12.1
    
    Authorized Share Structure
    
    
    12.2
    
    Form of Share Certificate
    
    
    32.3
    
    Shareholder Entitled to Share Certificate or Acknowledgement
    
    
    32.4
    
    Delivery by Mail
    
    
    32.5
    
    Replacement of Worn Out or Defaced Share Certificate or Acknowledgement
    
    
    32.6
    
    Replacement of Lost, Stolen or Destroyed Share Certificate or Acknowledgement
    
    
    42.7
    
    Splitting Share Certificates
    
    
    42.8
    
    Share Certificate Fee
    
    
    42.9
    
    Recognition of Trusts
    
    
    43.
    
    ISSUE OF SHARES
    
    
    43.1
    
    Directors Authorized
    
    
    43.2
    
    Commissions and Discounts
    
    
    43.3
    
    Brokerage
    
    
    53.4
    
    Conditions of Issue
    
    
    53.5
    
    Share Purchase Warrants and Rights
    
    
    54.
    
    SECURITIES REGISTERS
    
    
    54.1
    
    Central Securities Register
    
    
    54.2
    
    Closing Register
    
    
    55.
    
    SHARE TRANSFERS
    
    
    55.1
    
    Registering Transfers
    
    
    55.2
    
    Transferor Remains Shareholder
    
    
    65.3
    
    Signing of Instrument of Transfer
    
    
    65.4
    
    Enquiry as to Title Not Required
    
    
    65.5
    
    Transfer Fee
    
    
    66.
    
    TRANSMISSION OF SHARES
    
    
    66.1
    
    Legal Personal Representative Recognized on Death
    
    
    66.2
    
    Rights of Legal Personal Representative
    
    
    67.
    
    PURCHASE OR REDEMPTION OF SHARES
    
    
    77.1
    
    Company Authorized to Purchase or Redeem Shares
    
    
    77.2
    
    Purchase or Redemption When Insolvent
    
    
    77.3
    
    Sale and Voting of Purchased Shares
    
    
    78.
    
    BORROWING POWERS
    
    
    79.
    
    ALTERATIONS
    
    
    79.1
    
    Alteration of Authorized Share Structure
    
    
    79.2
    
    Change of Name
    
    
    89.3
    
    Other Alterations
    
    
    810.
    
    MEETINGS OF SHAREHOLDERS
    
    
    810.1
    
    Annual General Meetings
    
    
    810.2
    
    Resolution Instead of Annual General Meeting
    
    
    8




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10.3
    
    Calling of Meetings of Shareholders
    
    
    810.4
    
    Location of Meeting
    
    
    910.5
    
    Notice for Meetings of Shareholders
    
    
    910.6
    
    Record Date for Notice
    
    
    910.7
    
    Record Date for Voting
    
    
    910.8
    
    Class Meetings and Series Meetings of Shareholders
    
    
    910.9
    
    Failure to Give Notice and Waiver of Notice
    
    
    911.
    
    PROCEEDINGS AT MEETINGS OF SHAREHOLDERS
    
    
    1011.1
    
    Special Business
    
    
    1011.2
    
    Special Majority
    
    
    1011.3
    
    Quorum
    
    
    1011.4
    
    One Shareholder May Constitute Quorum
    
    
    1011.5
    
    Other Persons May Attend
    
    
    1011.6
    
    Requirement of Quorum
    
    
    1111.7
    
    Lack of Quorum
    
    
    1111.8
    
    Lack of Quorum at Succeeding Meeting
    
    
    1111.9
    
    Chair
    
    
    1111.10
    
    Selection of Alternate Chair
    
    
    1111.11
    
    Adjournments
    
    
    1111.12
    
    Notice of Adjourned Meeting
    
    
    1211.13
    
    Decisions by Show of Hands or Poll
    
    
    1211.14
    
    Declaration of Result
    
    
    1211.15
    
    Motion Need Not be Seconded
    
    
    1211.16
    
    Casting Vote
    
    
    1211.17
    
    Manner of Taking Poll
    
    
    1211.18
    
    Demand for Poll on Adjournment
    
    
    1211.19
    
    Chair Must Resolve Dispute
    
    
    1311.20
    
    Casting of Votes
    
    
    1311.21
    
    Demand for Poll
    
    
    1311.22
    
    Demand for Poll Not to Prevent Continuance of Meeting
    
    
    1311.23
    
    Retention of Ballots and Proxies
    
    
    1312.
    
    VOTES OF SHAREHOLDERS
    
    
    1312.1
    
    Number of Votes by Shareholder or by Shares
    
    
    1312.2
    
    Votes of Persons in Representative Capacity
    
    
    1312.3
    
    Votes by Joint Holders
    
    
    1312.4
    
    Legal Personal Representatives as Joint Shareholders
    
    
    1412.5
    
    Representative of a Corporate Shareholder
    
    
    1412.6
    
    Proxy Provisions Do Not Apply to All Companies
    
    
    1412.7
    
    Appointment of Proxy Holders
    
    
    1412.8
    
    Alternate Proxy Holders
    
    
    1412.9
    
    Form of Proxy
    
    
    1512.10
    
    Deposit of Proxy
    
    
    1512.11
    
    Revocation of Proxy
    
    
    1512.12
    
    Revocation of Proxy Must Be Signed
    
    
    1512.13
    
    Production of Evidence of Authority to Vote
    
    
    1613.
    
    DIRECTORS
    
    
    1613.1
    
    First Directors; Number of Directors
    
    
    1613.2
    
    Change in Number of Directors
    
    
    1613.3
    
    Directors Acts Valid Despite Vacancy
    
    
    1613.4
    
    Qualifications of Directors
    
    
    1713.5
    
    Remuneration of Directors
    
    
    1713.6
    
    Reimbursement of Expenses of Directors
    
    
    1713.7
    
    Special Remuneration for Directors
    
    
    1713.8
    
    Gratuity, Pension or Allowance on Retirement of Director
    
    
    1714.
    
    ELECTION AND REMOVAL OF DIRECTORS
    
    
    1714.1
    
    Election at Annual General Meeting
    
    
    17
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14.2
    
    Consent to be a Director
    
    
    1714.3
    
    Failure to Elect or Appoint Directors
    
    
    1814.4
    
    Places of Retiring Directors Not Filled
    
    
    1814.5
    
    Directors May Fill Casual Vacancies,
    
    
    1814.6
    
    Remaining Directors Power to Act
    
    
    1814.7
    
    Shareholders May Fill Vacancies
    
    
    1814.8
    
    Additional Directors
    
    
    1814.9
    
    Ceasing to be a Director
    
    
    1914.10
    
    Removal of Director by Shareholders
    
    
    1914.11
    
    Removal of Director by Directors
    
    
    1915.
    
    POWERS AND DUTIES OF DIRECTORS
    
    
    1915.1
    
    Powers of Management
    
    
    1915.2
    
    Appointment of Attorney of Company
    
    
    1916.
    
    DISCLOSURE OF INTEREST OF DIRECTORS
    
    
    2016.1
    
    Obligation to Account for Profits
    
    
    2016.2
    
    Restrictions on Voting by Reason of Interest
    
    
    2016.3
    
    Interested Director Counted in Quorum
    
    
    2016.4
    
    Disclosure of Conflict of Interest or Property
    
    
    2016.5
    
    Director Holding Other Office in the Company
    
    
    2016.6
    
    No Disqualification
    
    
    2016.7
    
    Professional Services by Director or Officer
    
    
    2016.8
    
    Director or Officer in Other Corporations
    
    
    2117.
    
    PROCEEDINGS OF DIRECTORS
    
    
    2117.1
    
    Meetings of Directors
    
    
    2117.2
    
    Voting at Meetings
    
    
    2117.3
    
    Chair of Meetings
    
    
    2117.4
    
    Meetings by Telephone or Other Communications Medium
    
    
    2117.5
    
    Calling of Meetings
    
    
    2117.6
    
    Notice of Meetings,
    
    
    2217.7
    
    When Notice Not Required
    
    
    2217.8
    
    Meeting Valid Despite Failure to Give Notice
    
    
    2217.9
    
    Waiver of Notice of Meetings
    
    
    2217.10
    
    Quorum
    
    
    2217.11
    
    Validity of Acts Where Appointment Defective
    
    
    2217.12
    
    Consent Resolutions in Writing
    
    
    2218.
    
    EXECUTIVE AND OTHER COMMITTEES
    
    
    2318.1
    
    Appointment and Powers of Executive Committee
    
    
    2318.2
    
    Appointment and Powers of Other Committees
    
    
    2318.3
    
    Obligations of Committees
    
    
    2318.4
    
    Powers of Board
    
    
    2318.5
    
    Committee Meetings
    
    
    2419.
    
    OFFICERS
    
    
    2419.1
    
    Directors May Appoint Officers
    
    
    2419.2
    
    Functions, Duties and Powers of Officers
    
    
    2419.3
    
    Qualifications
    
    
    2419.4
    
    Remuneration and Terms of Appointment
    
    
    2420.
    
    INDEMNIFICATION
    
    
    2520.1
    
    Definitions
    
    
    2520.2
    
    Mandatory Indemnification of Directors and Former Directors
    
    
    2520.3
    
    Indemnification of Other Persons
    
    
    2520.4
    
    Non-Compliance with Business Corporations Act
    
    
    2520.5
    
    Company May Purchase Insurance
    
    
    2521.
    
    DIVIDENDS
    
    
    2621.1
    
    Payment of Dividends Subject to Special Rights
    
    
    2621.2
    
    Declaration of Dividends
    
    
    2621.3
    
    No Notice Required
    
    
    26
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21.4
    
    Record Date
    
    
    2621.5
    
    Manner of Paying Dividend
    
    
    2621.6
    
    Settlement of Difficulties
    
    
    2621.7
    
    When Dividend Payable
    
    
    2621.8
    
    Dividends to be Paid in Accordance with Number of Shares
    
    
    2621.9
    
    Receipt by Joint Shareholders
    
    
    2721.10
    
    Dividend Bears No Interest
    
    
    2721.11
    
    Fractional Dividends
    
    
    2721.12
    
    Payment of Dividends
    
    
    2721.13
    
    Capitalization of Surplus
    
    
    2722.
    
    DOCUMENTS, RECORDS AND REPORTS
    
    
    2722.1
    
    Recording of Financial Affairs
    
    
    2722.2
    
    Inspection of Accounting Records
    
    
    2723.
    
    NOTICES
    
    
    2723.1
    
    Method of Giving Notice
    
    
    2723.2
    
    Deemed Receipt of Mailing
    
    
    2823.3
    
    Certificate of Sending
    
    
    2823.4
    
    Notice to Joint Shareholders
    
    
    2823.5
    
    Notice to Trustees
    
    
    2824.
    
    SEAL
    
    
    2924.1
    
    Who May Attest Seal
    
    
    2924.2
    
    Sealing Copies
    
    
    2924.3
    
    Mechanical Reproduction of Seal
    
    
    29
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BRONX VENTURES INC.
(the Company)  1.

INTERPRETATION1.1

Definitions In these Articles, unless the context otherwise requires:  (1)

board of directors, directors and board mean the directors or sole
director of the Company, as the case may be;(2)

Business Corporations 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;(3)

Interpretation Act means the Interpretation Act(British Columbia) from time
to time in force and all amendments thereto and includes all regulations and amendments
thereto made pursuant to that Act;(4)

legal personal representative means the personal or other legal
representative of a shareholder, and includes a trustee in bankruptcy of the
shareholder;(5)

registered address of a shareholder means that shareholders address as
recorded in the central securities register; and(6)

seal means the seal of the Company, if any.  1.2

Business Corporations ActandInterpretation ActDefinitions Applicable The definitions in the Business Corporations Actand the definitions and rules of construction in
the Interpretation Act, with the necessary changes, so far as applicable, and unless the context
requires otherwise, apply to these Articles as if these Articles were an enactment. If there is a
conflict between a definition in the Business Corporations Actand a definition or rule in the
Interpretation Actrelating to a term used in these Articles, the definition in the Business
Corporations Actwill prevail in relation to the use of the term in these Articles.  1.3

Conflicts Between Articles and theBusiness Corporations Act If there is a conflict or inconsistency between these Articles and the Business Corporations Act,
the Business Corporations Actwill prevail.  2.

SHARES AND SHARE CERTIFICATES2.1

Authorized Share Structure The authorized share structure of the Company is as follows:  (1)

An unlimited number of common shares (the Common Shares), without nominal or
par value, having attached thereto the rights, privileges, restrictions and conditions
as set forth below:  (a)

The holders of the Common Shares shall be entitled to receive
notice of and to vote at every meeting of the shareholders of the Company and
shall have one vote thereat for each Common Share so held;




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(b)

Subject to the rights, privileges, restrictions and conditions
attached to the Preferred Shares of the Company, the Board of Directors may
from time-to-time declare a dividend, and the Company shall pay thereon out of
the monies of the Company properly applicable to the payment of the dividends
to the holders of Common Shares. For the purpose hereof, the holders of Common
Shares receive dividends as shall be determined from time-to-time by the Board
of Directors whose determination shall be conclusive and binding upon the
Company and the holders of Common Shares; and(c)

Subject to the rights, privileges, restrictions and conditions
attached to the Preferred Shares of the Company, in the event of liquidation,
dissolution or winding-up of the Company or upon any distribution of the assets
of the Company among shareholders being made (other than by way of dividend out
of the monies properly applicable to the payment of dividends) the holders of
Common Shares shall be entitled to share equally.  (2)

An unlimited number of Preferred Shares, without nominal or par value, having
attached thereto the rights, privileges, restrictions and conditions as set forth
below:  (a)

The Board of Directors of the Company may from time-to-time
issue the Preferred Shares in one or more series, each series to consist of
such numbers of shares as may before issuance thereof be determined by the
Board of Directors;(b)

The Board of Directors of the Company may by resolution alter
the Articles of the Company (subject as hereinafter provided) to create any
series of Preferred Shares and to fix before issuance, the designation, rights,
privileges, restrictions and conditions to attach to the Preferred Shares of
each series, including, without limiting the generality of the foregoing, the
rate, form, entitlement and payment of preferential dividends, the dates and
place to payment thereof, the redemption price, terms, procedures and
conditions of redemption, if any, voting rights and conversion rights (if any)
and any sinking fund, purchase fund or other provisions attaching to the
Preferred Shares of such series; and provided, however, that no shares of any
series shall be issued until the Company has filed an alteration to the Notice
of Articles with the Registrar of Companies, or such designated person in any
other jurisdiction in which the Company may be continued.(c)

If any cumulative dividends or amounts payable on return of
capital in respect of a series of shares are not paid in full the shares of all
series shall participate rateably in respect of accumulated dividends and
return of capital;(d)

The Preferred Shares shall be entitled to preference over the
Common Shares of the Company and any other shares of the Company ranking junior
to the Preferred Shares with respect to the payment of dividends, if any, and
in the distribution of assets in the event of liquidation, dissolution or
winding-up of the Company, whether voluntary or involuntary, or any other
distribution of the assets of the Company among its shareholders for the
purpose of winding-up its affairs, and may also be given such other preferences
over the Common Shares and any other shares of the Company ranking junior to
the Preferred Shares as may be fixed by the resolution of the board of
Directors of the Company as to the respective series authorized to be issued;(e)

The Preferred Shares of each series shall rank on a parity with
the Preferred Shares of every other series with respect to priority and payment
of dividends and in the distribution of assets in the event of liquidation,
dissolution or winding-up of the Company, whether voluntary or involuntary,
exclusive of any conversion rights that may affect the aforesaid;(f)

No dividends shall at any time be declared or paid on or set
apart for payment on any shares of the Company ranking junior to the Preferred
Shares unless all dividends, if any, up to and including the dividend payable
for the last completed period for which such - 2 -




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dividend shall be payable on each series of the Preferred Shares then issued
and outstanding shall have been declared and paid or set apart for payment
at the date of such declaration or payment or setting apart for payment on
such shares of the Company ranking junior to the Preferred Shares nor shall
the Company call for redemption or redeem or purchase for cancellation or
reduce or otherwise pay off any of the Preferred Shares (less than the total
amount then outstanding) or any shares of the Company ranking junior to the
Preferred Shares unless all dividends up to and including the dividend
payable on each series of the Preferred Shares then issued and outstanding
shall have been declared and paid or set apart for payment at the date of
such call for redemption, purchase, reduction or other payment;(g)

Preferred Shares of any series may be purchased for
cancellation or made subject to redemption by the Company out of capital
pursuant to the provisions of the Business Corporations Act, if the Board of
Directors so provide in the resolution of the Board of Directors of the Company
relating to the issuance of such Preferred Shares, and upon such other terms
and conditions as may be specified in the designations, rights, privileges,
restrictions and conditions attaching to the Preferred Shares of each such
series as set forth in the said Resolution of the Board of Directors and
Articles of Amendment of the Company relating to the issuance of such series;(h)

The holders of the Preferred Shares shall not, as such, be
entitled as of right to subscribe for or purchase or receive any part of any
issue of shares or bonds, debentures or other securities of the Company now or
hereafter authorized; and(i)

No class of shares may be created or rights and privileges
increased to rank in parity or priority with the Preferred Shares with regard
to the rights and privileges therof and without limiting the generality of the
foregoing, capital and dividends, without the approval of the holders of the
Preferred Shares.  2.2

Form of Share Certificate Each share certificate issued by the Company must comply with, and be signed as required by, the
Business Corporations Act.  2.3

Shareholder Entitled to Share Certificate or Acknowledgement Each shareholder is entitled, without charge, to (a) one share certificate representing the shares
of each class or series of shares registered in the shareholders name or (b) a non-transferable
written acknowledgement 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 acknowledgement, and delivery of a share certificate or
acknowledgement, for a share to one of several joint shareholders or to one of the shareholders
duly authorized agents will be sufficient delivery to all.  2.4

Delivery by Mail Any share certificate or non-transferable written acknowledgement of a shareholders right to
obtain a share certificate may be sent to the shareholder by mail at the shareholders registered
address and neither the Company nor any director, officer or agent of the Company is liable for any
loss to the shareholder because the share certificate or acknowledgement is lost in the mail or
stolen.  2.5

Replacement of Worn Out or Defaced Share Certificate or Acknowledgement If the directors are satisfied that a share certificate or a non-transferable written
acknowledgement of a shareholders right to obtain a share certificate is worn out or defaced, the
directors must, on production to them of the share certificate or acknowledgement, as the case may
be, and on such other terms, if any, the directors think fit: - 3 -




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(1)

order the share certificate or acknowledgement, as the case may be, to be
cancelled; and(2)

issue a replacement share certificate or acknowledgement, as the case may be.  2.6

Replacement of Lost, Stolen or Destroyed Share Certificate or Acknowledgement If a share certificate or a non-transferable written acknowledgement of a shareholders right to
obtain a share certificate is lost, stolen or destroyed, a replacement share certificate or
acknowledgement, as the case may be, must be issued to the person entitled to that share
certificate or acknowledgement, as the case may be, if the directors receive:  (1)

proof satisfactory to the directors that the share certificate or
acknowledgement is lost, stolen or destroyed; and(2)

any indemnity the directors consider adequate.  2.7

Splitting Share Certificates If a shareholder surrenders a share certificate to the Company with a written request that the
Company issue in the shareholders name two or more share certificates, each representing a
specified number of shares and in the aggregate representing the same number of shares as the share
certificate so surrendered, the Company must cancel the surrendered share certificate and issue
replacement share certificates in accordance with that request.  2.8

Share Certificate Fee There must be paid to the Company, in relation to the issue of any share certificate under Articles
2.5, 2.6 or 2.7, the amount, if any and which must not exceed the amount prescribed under the
Business Corporations Act, determined by the directors.  2.9

Recognition of Trusts Except as required by law or statute or these Articles, no person will be recognized by the Company
as holding any share upon any trust, and the Company is not bound by or compelled in any way to
recognize (even when having notice thereof) any equitable, contingent, future or partial interest
in any share or fraction of a share or (except as by law or statute or these Articles provided or
as ordered by a court of competent jurisdiction) any other rights in respect of any share except an
absolute right to the entirety thereof in the shareholder.  3.

ISSUE OF SHARES3.1

Directors Authorized Subject to the Business Corporations Act and rights of the holders of issued shares of the Company,
the Company may issue, allot, 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 issue prices (including any premium at which shares with par value may
be issued) that the directors may determine. The issue price for a share with par value must be
equal to or greater than the par value of the share.  3.2

Commissions and Discounts The Company may at any time, pay a reasonable commission or allow a reasonable discount to any
person in consideration of that person purchasing or agreeing to purchase shares of the Company
from the Company or any other person or procuring or agreeing to procure purchasers for shares of
the Company. - 4 -




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3.3

Brokerage 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.  3.4

Conditions of Issue Except as provided for by the Business Corporations Act, no share may be issued until it is fully
paid. A share is fully paid when:  (1)

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

past services performed for the Company;(b)

property;(c)

money; and  (2)

the value of the consideration received by the Company equals or exceeds the
issue price set for the share under Article 3.1.  3.5

Share Purchase Warrants and Rights Subject to the Business Corporations Act, the Company may issue share purchase warrants, options
and rights upon such terms and conditions as the directors determine, which share purchase
warrants, options and rights may be issued alone or in conjunction with debentures, debenture
stock, bonds, shares or any other securities issued or created by the Company from time to time.  4.

SECURITIES REGISTERS4.1

Central Securities Register As required by and subject to the Business Corporations Act, the Company must maintain in British
Columbia a central securities register. The directors may, subject to the Business Corporations
Act,appoint an agent to maintain the central securities register. The directors may also appoint
one or more agents, including the agent which keeps the central securities register, as transfer
agent for its shares or any class or series of its shares, as the case may be, and the same or
another agent as registrar for its shares or such class or series of its shares, as the case may
be. The directors may terminate such appointment of any agent at any time and may appoint another
agent in its place.  4.2

Closing Register The Company must not at any time close its central securities register.  5.

SHARE TRANSFERS5.1

Registering Transfers A transfer of a share of the Company must not be registered unless:  (1)

a duly signed instrument of transfer in respect of the share has been received
by the Company;(2)

if a share certificate has been issued by the Company in respect of the share
to be transferred, that share certificate has been surrendered to the Company; and - 5 -




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(3)

if a 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 acknowledgement has been surrendered to the Company.  5.2

Transferor Remains Shareholder Except to the extent that the Business Corporations Actotherwise provides, a transferor of shares
is deemed to remain the holder of the shares until the name of the transferee is entered in a
securities register of the Company in respect of the transfer.  5.3

Signing of Instrument of Transfer If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in
respect of shares registered in the name of the shareholder, the signed instrument of transfer
constitutes a complete and sufficient authority to the Company and its directors, officers and
agents to register the number of shares specified in the instrument of transfer or specified in any
other manner, or, if no number is specified, all the shares represented by the share certificates
or set out in the written acknowledgements deposited with the instrument of transfer:  (1)

in the name of the person named as transferee in that instrument of transfer;
or(2)

if no person is named as transferee in that instrument of transfer, in the name
of the person on whose behalf the instrument is deposited for the purpose of having the
transfer registered.  5.4

Enquiry as to Title Not Required Neither the Company nor any director, officer or agent of the Company is bound to inquire into the
title of the person named in the instrument of transfer as transferee or, if no person is named as
transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited
for the purpose of having the transfer registered or is liable for any claim related to registering
the transfer by the shareholder or by any intermediate owner or holder of the shares, of any
interest in the shares, of any share certificate representing such shares or of any written
acknowledgement of a right to obtain a share certificate for such shares.  5.5

Transfer Fee There must be paid to the Company, in relation to the registration of any transfer, the amount, if
any, determined by the directors.  6.

TRANSMISSION OF SHARES6.1

Legal Personal Representative Recognized on Death In case of the death of a shareholder, the legal personal representative, or if the shareholder was
a joint holder, the surviving joint holder, will be the only person recognized by the Company as
having any title to the shareholders interest in the shares. Before recognizing a person as a
legal personal representative, the directors may require proof of appointment by a court of
competent jurisdiction, a grant of letters probate, letters of administration or such other
evidence or documents as the directors consider appropriate.  6.2

Rights of Legal Personal Representative The legal personal representative 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 Business Corporations Act
and the directors have been deposited with the Company. - 6 -




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7.

PURCHASE OR REDEMPTION OF SHARES7.1

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

Purchase or Redemption When Insolvent The Company must not make a payment or provide any other consideration to purchase, redeem or
otherwise acquire any of its shares if there are reasonable grounds for believing that:  (1)

the Company is insolvent; or(2)

making the payment or providing the consideration would render the Company
insolvent.  7.3

Sale and Voting of Purchased Shares If the Company retains a share redeemed, purchased or otherwise acquired by it, the Company may
sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:  (1)

is not entitled to vote the share at a meeting of its shareholders;(2)

must not pay a dividend in respect of the share; and(3)

must not make any other distribution in respect of the share.  8.

BORROWING POWERS The Company, if authorized by the directors, may:  (1)

borrow money in the manner and amount, on the security, from the sources and on
the terms and conditions that the directors consider appropriate;(2)

issue bonds, debentures and other debt obligations either outright or as
security for any liability or obligation of the Company or any other person and at such
discounts or premiums and on such other terms as the directors consider appropriate;(3)

guarantee the repayment of money by any other person or the performance of any
obligation of any other person; and(4)

mortgage, charge, whether by way of specific or floating charge, grant a
security interest in, or give other security on, the whole or any part of the present
and future assets and undertaking of the Company.  9.

ALTERATIONS9.1

Alteration of Authorized Share Structure Subject to the Business Corporations Act, the Company may by resolution of the board of directors:  (1)

create one or more classes or series of shares or, if none of the shares of a
class or series of shares are allotted or issued, eliminate that class or series of
shares; - 7 -




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(2)

increase, reduce or eliminate the maximum number of shares that the Company is
authorized to issue out of any class or series of shares or establish a maximum number
of shares that the Company is authorized to issue out of any class or series of shares
for which no maximum is established;(3)

subject to Article 2.1(2), alter the identifying name of any of its shares;(4)

subdivide or consolidate all or any of its unissued, or fully paid issued,
shares;(5)

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

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

if none of the shares of that class of shares are allotted or
issued, increase the par value of those shares;  (6)

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; or(7)

subject to Article 2.1(2), otherwise alter its shares or authorized share
structure when required or permitted to do so by the Business Corporations Act.  9.2

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

Other Alterations If the Business Corporations Actdoes 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.  10.

MEETINGS OF SHAREHOLDERS10.1

Annual General Meetings Unless an annual general meeting is deferred or waived in accordance with the Business Corporations
Act, the Company must hold its first annual general meeting within 18 months after the date on
which it was incorporated or otherwise recognized, and after that must hold an annual general
meeting at least once in each calendar year and not more than 15 months after the last annual
reference date at such time and place as may be determined by the directors.  10.2

Resolution Instead of Annual General Meeting If all the shareholders who are entitled to vote at an annual general meeting consent by a
unanimous resolution under the Business Corporations Actto all of the business that is required to
be transacted at that annual general meeting, the annual general meeting is deemed to have been
held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution
passed under this Article 10.2, select as the Companys annual reference date a date that would be
appropriate for the holding of the applicable annual general meeting.  10.3

Calling of Meetings of Shareholders The directors may, whenever they think fit, call a meeting of shareholders. - 8 -




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10.4

Location of Meeting A general meeting of the Company may be held anywhere in the world as determined by the directors.  10.5

Notice for Meetings of Shareholders The Company must send notice of the date, time and location of any meeting of shareholders, in the
manner provided in these Articles, or in such other manner, if any, as may be prescribed by
ordinary resolution (whether previous notice of the resolution has been given or not), to each
shareholder entitled to attend the meeting, to each director and to the auditor of the Company,
unless these Articles otherwise provide, at least the following number of days before the meeting:  (1)

if and for so long as the Company is a public company, 21 days;(2)

otherwise, 10 days.  10.6

Record Date for Notice The directors may set a date as the record date for the purpose of determining shareholders
entitled to notice of any meeting of shareholders. The record date must not precede the date on
which the meeting is to be held by more than two months or, in the case of a general meeting
requisitioned by shareholders under the Business Corporations Act, by more than four months. The
record date must not precede the date on which the meeting is held by fewer than:  (1)

if and for so long as the Company is a public company, 21 days;(2)

otherwise, 10 days. If no record date is set, the record date is 5:00 p.m. on the day immediately preceding the first
date on which the notice is sent or, if no notice is sent, the beginning of the meeting.  10.7

Record Date for Voting The directors may set a date as the record date for the purpose of determining shareholders
entitled to vote at any meeting of shareholders. The record date must not precede the date on which
the meeting is to be held by more than two months or, in the case of a general meeting
requisitioned by shareholders under the Business Corporations Act, by more than four months. If no
record date is set, the record date is 5:00 p.m. on the day immediately preceding the first date on
which the notice is sent or, if no notice is sent, the beginning of the meeting.  10.8

Class Meetings and Series Meetings of Shareholders Subject to the provisions of the Business Corporations Act, unless specified otherwise in these
Articles or in the special rights and restrictions attached to any class or series of shares, the
provisions of these Articles relating to general meetings will apply, with the necessary changes
and so far as they are applicable, to a class meeting or series meeting of shareholders holding a
particular class or series of shares.  10.9

Failure to Give Notice and Waiver of Notice The accidental omission to send notice of any meeting of shareholders to, or the non-receipt of any
notice by, any of the persons entitled to notice does not invalidate any proceedings at that
meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise,
waive or reduce the period of notice of such meeting. - 9 -




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11.

PROCEEDINGS AT MEETINGS OF SHAREHOLDERS11.1

Special Business At a meeting of shareholders, the following business is special business:  (1)

at a meeting of shareholders that is not an annual general meeting, all
business is special business except business relating to the conduct of, or voting at,
the meeting;(2)

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

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

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

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

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

the election or appointment of directors;(f)

the appointment of an auditor;(g)

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

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

any other business which, under these Articles or the Business
Corporations Act, may be transacted at a meeting of shareholders without prior
notice of the business being given to the shareholders.  11.2

Special Majority The majority of votes required for the Company to pass a special resolution at a meeting of
shareholders is two-thirds of the votes cast on the resolution.  11.3

Quorum Subject to 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 one (1) person
who is, or represents by proxy, shareholders holding, in the aggregate, at least five percent (5%)
of the issued shares entitled to be voted at the meeting.  11.4

One Shareholder May Constitute Quorum If there is only one shareholder entitled to vote at a meeting of shareholders:  (1)

the quorum is one person who is, or who represents by proxy, that shareholder,
and(2)

that shareholder, present in person or by proxy, may constitute the meeting.  11.5

Other Persons May Attend The directors, the president (if any), the secretary (if any), the assistant secretary (if any),
the auditor of the Company, the lawyers for the Company and any other persons invited by the
directors are entitled to attend any - 10 -




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meeting of shareholders, but if any of those persons does attend a meeting of shareholders, that
person is not to be counted in the quorum and is not entitled to vote at the meeting unless that
person is a shareholder or proxy holder entitled to vote at the meeting.  11.6

Requirement of Quorum No business, other than the election of a chair of the meeting and the adjournment of the meeting,
may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote
is present at the commencement of the meeting, but such quorum need not be present throughout the
meeting.  11.7

Lack of Quorum If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum
is not present:  (1)

in the case of a general meeting requisitioned by shareholders, the meeting is
dissolved; and(2)

in the case of any other meeting of shareholders, the meeting stands adjourned
to the same day in the next week at the same time and place.  11.8

Lack of Quorum at Succeeding Meeting If, at the meeting to which the meeting referred to in Article 11.7(2) was adjourned, a quorum is
not present within one-half hour from the time set for the holding of the meeting, the person or
persons present and being, or representing by proxy, one or more shareholders entitled to attend
and vote at the meeting constitute a quorum.  11.9

Chair The following individual is entitled to preside as chair at a meeting of shareholders:  (1)

the chair of the board, if any;(2)

if the chair of the board is absent or unwilling to act as chair of the
meeting, the president, if any; or(3)

such other person designated by the directors.  11.10

Selection of Alternate Chair If, at any meeting of shareholders, the person appointed under section 11.9 above is not present
within 15 minutes after the time set for holding the meeting, or if such person is unwilling to act
as chair of the meeting, or if such person has advised the secretary, if any, or any director
present at the meeting, that such person will not be present at the meeting, the directors present
must choose: one of their number, a senior officer or counsel to the Company to chair the meeting
or if the director, senior officer or counsel present declines to take the chair or if the
directors fail to so choose or if no director, senior officer or counsel is present, the
shareholders entitled to vote at the meeting who are present in person or by proxy may choose any
person present at the meeting to chair the meeting.  11.11

Adjournments The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the
meeting from time to time and from place to place, but no business may be transacted at any
adjourned meeting other than the business left unfinished at the meeting from which the adjournment
took place. - 11 -




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11.12

Notice of Adjourned Meeting It is not necessary to give any notice of an adjourned meeting or of the business to be transacted
at an adjourned meeting of shareholders except that, when a meeting is adjourned for thirty days or
more, notice of the adjourned meeting must be given as in the case of the original meeting.  11.13

Decisions by Show of Hands or Poll Every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a
poll, before or on the declaration of the result of the vote by show of hands, is directed by the
chair or demanded by at least one shareholder entitled to vote who is present in person or by
proxy.  11.14

Declaration of Result The chair of a meeting of shareholders must declare to the meeting the decision on every question
in accordance with the result of the show of hands or the poll, as the case may be, and that
decision must be entered in the minutes of the meeting. A declaration of the chair that a
resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the
chair or demanded under Article 11.13, conclusive evidence without proof of the number or
proportion of the votes recorded in favour of or against the resolution.  11.15

Motion Need Not be Seconded No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting
rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a
motion.  11.16

Casting Vote In case of an equality of votes, the chair of a meeting of shareholders does not, either on a show
of hands or on a poll, have a second or casting vote in addition to the vote or votes to which the
chair may be entitled as a shareholder.  11.17

Manner of Taking Poll Subject to Article 11.18, if a poll is duly demanded at a meeting of shareholders:  (1)

the poll must be taken:  (a)

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

in the manner, at the time and at the place that the chair of
the meeting directs;  (2)

the result of the poll is deemed to be the decision of the meeting at which the
poll is demanded; and(3)

the demand for the poll may be withdrawn by the person who demanded it.  11.18

Demand for Poll on Adjournment A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately
at the meeting. - 12 -




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11.19

Chair Must Resolve Dispute In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of
a meeting of the shareholders must determine the dispute, and his or her determination made in good
faith is final and conclusive.  11.20

Casting of Votes On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.  11.21

Demand for Poll No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.  11.22

Demand for Poll Not to Prevent Continuance of Meeting The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so
rules, prevent the continuation of a meeting for the transaction of any business other than the
question on which a poll has been demanded.  11.23

Retention of Ballots and Proxies The Company must, for at least three months after a meeting of shareholders, keep each ballot cast
on a poll and each proxy voted at the meeting, and during that period, make such ballots and
proxies 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.  12.

VOTES OF SHAREHOLDERS12.1

Number of Votes by Shareholder or by Shares Subject to any special rights or restrictions attached to any shares and to the restrictions
imposed on joint shareholders under Article 12.3:  (1)

on a vote by show of hands, every person present who is a shareholder or proxy
holder and entitled to vote on the matter has one vote; and(2)

on a poll, every shareholder entitled to vote on the matter has one vote in
respect of each share entitled to be voted on the matter and held by that shareholder
and may exercise that vote either in person or by proxy.  12.2

Votes of Persons in Representative Capacity A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands
or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person
satisfies the chair of the meeting, or the directors, that the person is a legal personal
representative for a shareholder who is entitled to vote at the meeting.  12.3

Votes by Joint Holders If there are joint shareholders registered in respect of any share:  (1)

any one of the joint shareholders may vote at any meeting of the shareholders,
either personally or by proxy, in respect of the share as if that joint shareholder
were solely entitled to it; or - 13 -




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(2)

if more than one of the joint shareholders is present at any meeting of the
shareholders, personally or by proxy, and more than one of the joint shareholders votes
in respect of that share, then only the vote of the joint shareholder present whose
name stands first on the central securities register in respect of the share will be
counted.  12.4

Legal Personal Representatives as Joint Shareholders Two or more legal personal representatives of a shareholder in whose sole name any share is
registered are, for the purposes of Article 12.3, deemed to be joint shareholders.  12.5

Representative of a Corporate Shareholder If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may
appoint a person to act as its representative at any meeting of the shareholders by written
instrument, fax or any other method of transmitting legibly recorded messages and:  (1)

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

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

be provided, at the meeting, to the chair of the meeting or to
a person designated by the chair of the meeting;  (2)

if a representative is appointed under this Article 12.5:  (a)

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

the representative, if present at the meeting, is to be counted
for the purpose of forming a quorum and is deemed to be a shareholder present
in person at the meeting.  12.6

Proxy Provisions Do Not Apply to All Companies Article 12.9 does not apply to the Company if and for so long as it is a public company or a
pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its
Articles or to which the Statutory Reporting Company Provisions apply. Sections 12.7 to 12.15
apply to the Company only insofar as they are not inconsistent with any applicable securities
legislation and any regulations and rules made and promulgated under such legislation and all
administrative policy statements, blanket orders and rulings, notices and other administrative
directions issued by securities commission or similar authorities appointed under that legislation.  12.7

Appointment of Proxy Holders Every shareholder of the Company, including a corporation that is a shareholder but not a
subsidiary of the Company, entitled to vote at a meeting of the shareholders of the Company may, by
proxy, appoint one or more (but not more than five) proxy holders to attend and act at the meeting
in the manner, to the extent and with the powers conferred by the instrument of proxy.  12.8

Alternate Proxy Holders A shareholder may appoint one or more alternate proxy holders to act in the place of an absent
proxy holder. - 14 -




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12.9

Form of Proxy A proxy, whether for a specified meeting or otherwise, must be either in the following form or in
any other form designated by the directors, the scrutineer or the chair of the meeting: [name of company]
(the Company)  The undersigned, being a shareholder of the Company, hereby appoints [name]or, failing that
person, [name], as proxy holder for the undersigned to attend, act and vote for and on
behalf of the undersigned at the meeting of shareholders of the Company to be held on
[month, day, year]and at any adjournment of that meeting.Number of shares in respect of which this proxy is given (if no number is specified, then
this proxy is given in respect of all shares registered in the name of the
undersigned):___. Signed [month, day, year]   [Signature of shareholder]
   [Name of shareholder- printed]
  12.10

Deposit of Proxy A proxy for a meeting of shareholders must be by written instrument, fax or any other method of
transmitting legibly messages and must:  (1)

be received at the registered office of the Company or at any other place
specified for the receipt of proxies, in the notice calling the meeting, at least the
number of business days specified in the notice for the receipt of proxies, or if no
number of days is specified, in the notice, at least two business days before the day
set for the holding of the meeting; or(2)

unless the notice provides otherwise, be deposited 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.  12.11

Revocation of Proxy Subject to Article 12.12, every proxy may be revoked by an instrument in writing that is :  (1)

received at the registered office of the Company at any time up to and
including the last business day before the day set for the holding of the meeting at
which the proxy is to be used; or(2)

deposited with the chair of the meeting, at the meeting, before any vote in
respect of which the proxy is to be used shall have been taken.  12.12

Revocation of Proxy Must Be Signed An instrument referred to in Article 12.12 must be signed as follows: - 15 -




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(1)

if the shareholder for whom the proxy holder is appointed is an individual, the
instrument must be signed by the shareholder or his or her legal personal
representative;(2)

if the shareholder for whom the proxy holder is appointed is a corporation, the
instrument must be signed by the corporation or by a representative appointed for the
corporation under Article 12.5.  12.13

Production of Evidence of Authority to Vote The chair of any meeting of shareholders may, but need not, inquire into the authority of any
person to vote at the meeting and may, but need not, demand from that person production of evidence
as to the existence of the authority to vote.  13.

DIRECTORS13.1

First Directors; Number of Directors The first directors are the persons designated as directors of the Company in the Notice of
Articles that applies to the Company when it is recognized under the Business Corporations Act. The
number of directors, excluding additional directors appointed under Article 14.8, is set at:  (1)

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

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

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

the number of directors set under Article 14.4;  (3)

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

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

the number of directors set under Article 14.4.  13.2

Change in Number of Directors If the number of directors is set under Articles 13.1(2)(a) or 13.1(3)(a):  (1)

the shareholders may elect or appoint the directors needed to fill any
vacancies in the board of directors up to that number;(2)

if the shareholders do not elect or appoint the directors needed to fill any
vacancies in the board of directors up to that number contemporaneously with the
setting of that number, then the directors may appoint, or the shareholders may elect
or appoint, directors to fill those vacancies.  13.3

Directors Acts Valid Despite Vacancy An act or proceeding of the directors is not invalid merely because fewer than the number of
directors set or otherwise required under these Articles is in office. - 16 -




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13.4

Qualifications of Directors A director is not required to hold a share in the capital of the Company as qualification for his
or her office but must be qualified as required by the Business Corporations Actto become, act or
continue to act as a director.  13.5

Remuneration of Directors The directors are entitled to the remuneration for acting as directors, if any, as the directors
may from time to time determine. If the directors so decide, the remuneration of the directors, if
any, will be determined by the shareholders. That remuneration may be in addition to any salary or
other remuneration paid to any officer or employee of the Company as such, who is also a director.  13.6

Reimbursement of Expenses of Directors The Company must reimburse each director for the reasonable expenses that he or she may incur in
and about the business of the Company.  13.7

Special Remuneration for Directors If any director performs any professional or other services for the Company that in the opinion of
the directors are outside the ordinary duties of a director, or if any director is otherwise
specially occupied in or about the Companys business, he or she may be paid remuneration fixed by
the directors, or, at the option of that director, fixed by ordinary resolution, and such
remuneration may be either in addition to, or in substitution for, any other remuneration that he
or she may be entitled to receive.  13.8

Gratuity, Pension or Allowance on Retirement of Director Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay
a gratuity or pension or allowance on retirement to any director who has held any salaried office
or place of profit with the Company or to his or her spouse or dependants and may make
contributions to any fund and pay premiums for the purchase or provision of any such gratuity,
pension or allowance.  14.

ELECTION AND REMOVAL OF DIRECTORS14.1

Election at Annual General Meeting At every annual general meeting and in every unanimous resolution contemplated by Article 10.2:  (1)

the shareholders entitled to vote at the annual general meeting for the
election of directors must elect, or in the unanimous resolution appoint, a board of
directors consisting of the number of directors for the time being set under these
Articles; and(2)

all the directors cease to hold office immediately before the election or
appointment of directors under paragraph (1), but are eligible for re-election or
re-appointment.  14.2

Consent to be a Director No election, appointment or designation of an individual as a director is valid unless:  (1)

that individual consents to be a director in the manner provided for in the
Business Corporations Act;(2)

that individual is elected or appointed at a meeting at which the individual is
present and the individual does not refuse, at the meeting, to be a director; or - 17 -




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(3)

with respect to first directors, the designation is otherwise valid under the
Business Corporations Act.  14.3

Failure to Elect or Appoint Directors If:  (1)

the Company fails to hold an annual general meeting, and all the shareholders
who are entitled to vote at an annual general meeting fail to pass the unanimous
resolution contemplated by Article 10.2, on or before the date by which the annual
general meeting is required to be held under the Business Corporations Act; or(2)

the shareholders fail, at the annual general meeting or in the unanimous
resolution contemplated by Article 10.2, to elect or appoint any directors; then each director then in office continues to hold office until the earlier of:  (3)

the date on which his or her successor is elected or appointed; and(4)

the date on which he or she otherwise ceases to hold office under the Business
Corporations Actor these Articles.  14.4

Places of Retiring Directors Not Filled If, at any meeting of shareholders at which there should be an election of directors, the places of
any of the retiring directors are not filled by that election, those retiring directors who are not
re-elected and who are asked by the newly elected directors to continue in office will, if willing
to do so, continue in office to complete the number of directors for the time being set pursuant to
these Articles until further new directors are elected at a meeting of shareholders convened for
that purpose. If any such election or continuance of directors does not result in the election or
continuance of the number of directors for the time being set pursuant to these Articles, the
number of directors of the Company is deemed to be set at the number of directors actually elected
or continued in office.  14.5

Directors May Fill Casual Vacancies, Any casual vacancy occurring in the board of directors may be filled by the directors.  14.6

Remaining Directors Power to Act The directors may act notwithstanding any vacancy in the board of directors, but if the Company has
fewer directors in office than the number set pursuant to these Articles as the quorum of
directors, the directors may only act for the purpose of appointing directors up to that number or
of summoning a meeting of shareholders for the purpose of filling any vacancies on the board of
directors or, subject to the Business Corporations Act, for any other purpose.  14.7

Shareholders May Fill Vacancies If the Company has no directors or fewer directors in office than the number set pursuant to these
Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any
vacancies on the board of directors.  14.8

Additional Directors Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions
contemplated by Article 10.2, the directors may appoint one or more additional directors, but the
number of additional directors appointed under this Article 14.8 must not at any time exceed: - 18 -




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(1)

one-third of the number of first directors, if, at the time of the
appointments, one or more of the first directors have not yet completed their first
term of office; or(2)

in any other case, one-third of the number of the current directors who were
elected or appointed as directors other than under this Article 14.8. Any director so appointed ceases to hold office immediately before the next election or appointment
of directors under Article 14.1(1), but is eligible for re-election or re-appointment.  14.9

Ceasing to be a Director A director ceases to be a director when:  (1)

the term of office of the director expires;(2)

the director dies;(3)

the director resigns as a director by notice in writing provided to the Company
or a lawyer for the Company; or(4)

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

Removal of Director by Shareholders The Company may remove any director before the expiration of his or her term of office by special
resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a
director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to
fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or
the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.  14.11

Removal of Director by Directors The 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 ceased to be qualified to act as
a director of a company and does not promptly resign, and the directors may appoint a director to
fill the resulting vacancy.  15.

POWERS AND DUTIES OF DIRECTORS15.1

Powers of Management The directors must, subject to the Business Corporations Actand these Articles, manage or
supervise the management of the business and affairs of the Company and have the authority to
exercise all such powers of the Company as are not, by the Business Corporations Actor by these
Articles, required to be exercised by the shareholders of the Company.  15.2

Appointment of Attorney of Company The directors may from time to time, by power of attorney or other instrument, under seal if so
required by law, appoint any person to be the attorney of the Company for such purposes, and with
such powers, authorities and discretions (not exceeding those vested in or exercisable by the
directors under these Articles and excepting the power to fill vacancies in the board of directors,
to remove a director, to change the membership of, or fill vacancies in, any committee of the
directors, to appoint or remove officers appointed by the directors and to declare dividends) and
for such period, and with such remuneration and subject to such conditions as the directors may
think fit. Any such power of attorney may contain such provisions for the protection or convenience
of persons dealing with such - 19 -




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attorney as the directors think fit. Any such attorney may be authorized by the directors to
sub-delegate all or any of the powers, authorities and discretions for the time being vested in him
or her.  16.

DISCLOSURE OF INTEREST OF DIRECTORS16.1

Obligation to Account for Profits A director or senior officer who holds a disclosable interest (as that term is used in the Business
Corporations Act) in a contract or transaction into which the Company has entered or proposes to
enter is liable to account to the Company for any profit that accrues to the director or senior
officer under or as a result of the contract or transaction only if and to the extent provided in
the Business Corporations Act.  16.2

Restrictions on Voting by Reason of Interest A director who holds a disclosable interest in a contract or transaction into which the Company has
entered or proposes to enter is not entitled to vote on any directors resolution to approve that
contract or transaction, unless all the directors have a disclosable interest in that contract or
transaction, in which case any or all of those directors may vote on such resolution.  16.3

Interested Director Counted in Quorum A director who holds a disclosable interest in a contract or transaction into which the Company has
entered or proposes to enter and who is present at the meeting of directors at which the contract
or transaction is considered for approval may be counted in the quorum at the meeting whether or
not the director votes on any or all of the resolutions considered at the meeting.  16.4

Disclosure of Conflict of Interest or Property A director or senior officer who holds any office or possesses any property, right or interest that
could result, directly or indirectly, in the creation of a duty or interest that materially
conflicts with that individuals duty or interest as a director or senior officer, must disclose
the nature and extent of the conflict as required by the Business Corporations Act.  16.5

Director Holding Other Office in the Company A director may hold any office or place of profit with the Company, other than the office of
auditor of the Company, in addition to his or her office of director for the period and on the
terms (as to remuneration or otherwise) that the directors may determine.  16.6

No Disqualification No director or intended director is disqualified by his or her office from contracting with the
Company either with regard to the holding of any office or place of profit the director holds with
the Company or as vendor, 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.  16.7

Professional Services by Director or Officer Subject to the Business Corporations Act, a director or officer, or any person in which a director
or officer has an interest, may act in a professional capacity for the Company, except as auditor
of the Company, and the director or officer or such person is entitled to remuneration for
professional services as if that director or officer were not a director or officer. - 20 -




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16.8

Director or Officer in Other Corporations A director or officer may be or become a director, officer or employee of, or otherwise interested
in, any person in which the Company may be interested as a shareholder or otherwise, and, subject
to the Business Corporations Act, the director or officer is not accountable to the Company for any
remuneration or other benefits received by him or her as director, officer or employee of, or from
his or her interest in, such other person.  17.

PROCEEDINGS OF DIRECTORS17.1

Meetings of Directors The directors may meet together for the conduct of business, adjourn and otherwise regulate their
meetings as the directors 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.  17.2

Voting at Meetings Questions arising at any meeting of directors are to be decided by a majority of votes and, in the
case of an equality of votes, the chair of the meeting does not have a second or casting vote.  17.3

Chair of Meetings The following individual is entitled to preside as chair at a meeting of directors:  (1)

the chair of the board, if any;(2)

in the absence of the chair of the board, the president, if any, if the
president is a director; or(3)

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

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

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

the chair of the board and the president, if a director, have
advised the secretary, if any, or any other director, that the chair of the
board and the president will not be present at the meeting.  17.4

Meetings by Telephone or Other Communications Medium A director may participate in a meeting of the directors or of any committee of the directors in
person or by telephone if all directors participating in the meeting, whether in person or by
telephone or other communications medium, are able to communicate with each other. A director may
participate in a meeting of the directors or of any committee of the directors by a communications
medium other than telephone if all directors participating in the meeting, whether in person or by
telephone or other communications medium, are able to communicate with each other and if all
directors who wish to participate in the meeting agree to such participation. A director who
participates in a meeting in a manner contemplated by this Article 17.4 is deemed for all purposes
of the Business Corporations Actand these Articles to be present at the meeting and to have agreed
to participate in that manner.  17.5

Calling of Meetings A director may, and the secretary or an assistant secretary of the Company, if any, on the request
of a director must, call a meeting of the directors at any time. - 21 -




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17.6

Notice of Meetings, Other than for meetings held at regular intervals as determined by the directors pursuant to
Article 17.1, reasonable notice of each meeting of the directors, specifying the place, day and
time of that meeting must be given to each of the directors by any method set out in Article 23.1
or orally or by telephone.  17.7

When Notice Not Required It is not necessary to give notice of a meeting of the directors to a director if:  (1)

the meeting is to be held immediately following a meeting of shareholders at
which that director was elected or appointed, or is the meeting of the directors at
which that director is appointed; or(2)

the director has waived notice of the meeting.  17.8

Meeting Valid Despite Failure to Give Notice The accidental omission to give notice of any meeting of directors to, or the non-receipt of any
notice by, any director does not invalidate any proceedings at that meeting.  17.9

Waiver of Notice of Meetings 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.  17.10

Quorum The quorum necessary for the transaction of the business of the directors may be set by the
directors and, if not so set, is deemed to be set at two 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.  17.11

Validity of Acts Where Appointment Defective Subject to the Business Corporations Act, an act of a director or officer is not invalid merely
because of an irregularity in the election or appointment or a defect in the qualification of that
director or officer.  17.12

Consent Resolutions in Writing 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 entitle 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. A consent in writing under this Article 17 may be evidence 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 entire document. A resolution of
the directors or of any committee of the directors passed in accordance with this Article 17.12 is
deemed to effective on the date stated in the consent in writing and is deemed to be a proceeding
at a meeting of directors or of the committee of the directors and to be valid and effective - 22 -




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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 Business Corporations Actand all the requirements of these
Articles relating to such meetings.  18.

EXECUTIVE AND OTHER COMMITTEES18.1

Appointment and Powers of Executive Committee The directors may, by resolution, appoint an executive committee consisting of the director or
directors that they consider appropriate, and this committee has, during the intervals between
meetings of the board of directors, all of the directors powers, except:  (1)

the power to fill vacancies in the board of directors;(2)

the power to remove a director;(3)

the power to change the membership of, or fill vacancies in, any committee of
the directors; and(4)

such other powers, if any, as may be set out in the resolution or any
subsequent directors resolution.  18.2

Appointment and Powers of Other Committees The directors may, by resolution:  (1)

appoint one or more committees (other than the executive committee) consisting
of the director or directors that they consider appropriate;(2)

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

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

the power to remove a director;(c)

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

the power to appoint or remove officers appointed by the
directors; and  (3)

make any delegation referred to in paragraph (2) subject to the conditions set
out in the resolution or any subsequent directors resolution.  18.3

Obligations of Committees Any committee appointed under Articles 18.1 or 18.2, in the exercise of the powers delegated to it,
must:  (1)

conform to any rules that may from time to time be imposed on it by the
directors; and(2)

report every act or thing done in exercise of those powers at such times as the
directors may require.  18.4

Powers of Board The directors may, at any time, with respect to a committee appointed under Articles 18.1 or 18.2: - 23 -




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(1)

revoke or alter the authority given to the committee, or override a decision
made by the committee, except as to acts done before such revocation, alteration or
overriding;(2)

terminate the appointment of, or change the membership of, the committee; and(3)

fill vacancies in the committee.  18.5

Committee Meetings Subject to Article 18.3(1) and unless the directors otherwise provide in the resolution appointing
the committee or in any subsequent resolution, with respect to a committee appointed under Articles
18.1 or 18.2:  (1)

the committee may meet and adjourn as it thinks proper;(2)

the committee may elect a chair of its meetings but, if no chair of a meeting
is elected, or if at a meeting the chair of the meeting is not present within 15
minutes after the time set for holding the meeting, the directors present who are
members of the committee may choose one of their number to chair the meeting;(3)

a majority of the members of the committee constitutes a quorum of the
committee; and(4)

questions arising at any meeting of the committee are determined by a majority
of votes of the members present, and in case of an equality of votes, the chair of the
meeting does not have a second or casting vote.  19.

OFFICERS19.1

Directors May Appoint Officers The directors may, from time to time, appoint such officers, if any, as the directors determine and
the directors may, at any time, terminate any such appointment.  19.2

Functions, Duties and Powers of Officers The directors may, for each officer:  (1)

determine the functions and duties of the officer;(2)

entrust to and confer on the officer any of the powers exercisable by the
directors on such terms and conditions and with such restrictions as the directors
think fit; and(3)

revoke, withdraw, alter or vary all or any of the functions, duties and powers
of the officer.  19.3

Qualifications No officer may be appointed unless that officer is qualified in accordance with the Business
Corporations 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 the managing director must be a director. Any
other officer need not be a director.  19.4

Remuneration and Terms of Appointment All appointments of officers are to be made on the terms and conditions and at the remuneration
(whether by way of salary, fee, commission, participation in profits or otherwise) that the
directors think fit and are subject to termination at the pleasure of the directors, and an officer
may in addition to such remuneration be entitled to receive, after he or she ceases to hold such
office or leaves the employment of the Company, a pension or gratuity. - 24 -




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20.

INDEMNIFICATION20.1

Definitions In this Article 21:  (1)

eligible penalty means a judgment, penalty or fine awarded or imposed in, or
an amount paid in settlement of, an eligible proceeding;(2)

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

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

is or may be liable for or in respect of a judgment, penalty or
fine in, or expenses related to, the proceeding;  (3)

expenses has the meaning set out in the Business Corporations Act.  20.2

Mandatory Indemnification of Directors and Former Directors Subject to the Business Corporations Act,the Company may indemnify a director, former director,
officer or former officer 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 may, after
the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred
by such person in respect of that proceeding. Each director and officer is deemed to have
contracted with the Company on the terms of the indemnity contained in this Article 20.2.  20.3

Indemnification of Other Persons Subject to any restrictions in the Business Corporations Act, the Company may indemnify any person.  20.4

Non-Compliance withBusiness Corporations Act The failure of a director, former director, officer or former officer of the Company to comply with
the Business Corporations Actor these Articles does not invalidate any indemnity to which he or
she is entitled under this Part.  20.5

Company May Purchase Insurance The Company may purchase and maintain insurance for the benefit of any person (or his or her heirs
or legal personal representatives) who:  (1)

is or was a director, alternate director, officer, employee or agent of the
Company;(2)

is or was a director, alternate director, officer, employee or agent of a
corporation at a time when the corporation is or was an affiliate of the Company;(3)

at the request of the Company, is or was a director, alternate director,
officer, employee or agent of a corporation or of a partnership, trust, joint venture
or other unincorporated entity;(4)

at the request of the Company, holds or held a position equivalent to that of a
director, alternate director or officer of a partnership, trust, joint venture or other
unincorporated entity; - 25 -




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against any liability incurred by him or her as such director, alternate director, officer,
employee or agent or person who holds or held such equivalent position.  21.

DIVIDENDS21.1

Payment of Dividends Subject to Special Rights The provisions of this Article 21 are subject to Article 2.1 and to the rights, if any, of
shareholders holding shares with special rights as to dividends.  21.2

Declaration of Dividends Subject to the Business Corporations Act, the directors may from time to time declare and authorize
payment of such dividends as the directors may deem advisable.  21.3

No Notice Required The directors need not give notice to any shareholder of any declaration under Article 21.2.  21.4

Record Date The directors may set a date as the record date for the purpose of determining shareholders
entitled to receive payment of a dividend. The record date must not precede the date on which the
dividend is to be paid by more than two months. If no record date is set, the record date is 5:00
p.m. on the date on which the directors pass the resolution declaring the dividend.  21.5

Manner of Paying Dividend A resolution declaring a dividend may direct payment of the dividend wholly or partly by the
distribution of specific assets or of fully paid shares or of bonds, debentures or other securities
of the Company, or in any one or more of those ways.  21.6

Settlement of Difficulties If any difficulty arises in regard to a distribution under Article 21.5, the directors may settle
the difficulty as the directors deem advisable, and, in particular, may:  (1)

set the value for distribution of specific assets;(2)

determine that cash payments in substitution for all or any part of the
specific assets to which any shareholders are entitled may be made to any shareholders
on the basis of the value so fixed in order to adjust the rights of all parties; and(3)

vest any such specific assets in trustees for the persons entitled to the
dividend.  21.7

When Dividend Payable Any dividend may be made payable on such date as is fixed by the directors.  21.8

Dividends to be Paid in Accordance with Number of Shares All dividends on shares of any class or series of shares must be declared and paid according to the
number of such shares held. - 26 -




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21.9

Receipt by Joint Shareholders If several persons are joint shareholders of any share, any one of such joint shareholders may give
an effective receipt for any dividend, bonus or other money payable in respect of the share.  21.10

Dividend Bears No Interest No dividend bears interest against the Company.  21.11

Fractional Dividends If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit
of the currency of the dividend, that fraction may be disregarded in making payment of the dividend
and that payment represents full payment of the dividend.  21.12

Payment of Dividends Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made
payable to the order of the person to whom it is sent, and mailed to the address of the
shareholder, or in the case of joint shareholders, to the address of the joint shareholder who is
first named on the central securities register, or to the person and to the address the shareholder
or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the
sum represented by the cheque (plus the amount of the tax required by law to be deducted),
discharge all liability for the dividend unless such cheque is not paid on presentation or the
amount of tax so deducted is not paid to the appropriate taxing authority.  21.13

Capitalization of Surplus Notwithstanding anything contained in these Articles, the directors may from time to time
capitalize any surplus of the Company and may from time to time issue, as fully paid, shares or any
bonds, debentures or other securities of the Company as a dividend representing the surplus or any
part of the surplus.  22.

DOCUMENTS, RECORDS AND REPORTS22.1

Recording of Financial Affairs The directors must cause adequate accounting records to be kept to record properly the financial
affairs and condition of the Company and to comply with the Business Corporations Act.  22.2

Inspection of Accounting Records Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no
shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the
Company.  23.

NOTICES23.1

Method of Giving Notice Unless the Business Corporations Actor these Articles provides otherwise, a notice, statement,
report or other record required or permitted by the Business Corporations Actor these Articles to
be sent by or to a person may be sent by any one of the following methods:  (1)

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

for a record mailed to a shareholder, the shareholders
registered address; - 27 -




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(b)

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

in any other case, the mailing address of the intended
recipient;  (2)

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

for a record delivered to a shareholder, the shareholders
registered address;(b)

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

in any other case, the delivery address of the intended
recipient;  (3)

sending the record by fax to the fax number provided by the intended recipient
for the sending of that record or records of that class;(4)

sending the record by email to the email address provided by the intended
recipient for the sending of that record or records of that class;(5)

physical delivery to the intended recipient.  23.2

Deemed Receipt of Mailing A record that is mailed to a person by ordinary mail to the applicable address for that person
referred to in Article 23.1 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.  23.3

Certificate of Sending A certificate signed by the secretary, if any, or other officer of the Company or of any other
corporation acting in that behalf for the Company stating that a notice, statement, report or other
record was addressed as required by Article 23.1, prepaid and mailed or otherwise sent as permitted
by Article 23.1 is conclusive evidence of that fact.  23.4

Notice to Joint Shareholders A notice, statement, report or other record may be provided by the Company to the joint
shareholders of a share by providing the notice to the joint shareholder first named in the central
securities register in respect of the share.  23.5

Notice to Trustees A notice, statement, report or other record may be provided by the Company to the persons entitled
to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:  (1)

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

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

at the address, if any, supplied to the Company for that
purpose by the persons claiming to be so entitled; or - 28 -




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(2)

if an address referred to in paragraph (1)(b) has not been supplied to the
Company, by giving the notice in a manner in which it might have been given if the
death, bankruptcy or incapacity had not occurred.  24.

SEAL24.1

Who May Attest Seal Except as provided in Articles 24.2 and 24.3, the Companys seal, if any, must not be impressed on
any record except when that impression is attested by the signatures of:  (1)

any two directors;(2)

any officer, together with any director;(3)

if the Company only has one director, that director; or(4)

any one or more directors or officers or persons as may be determined by the
directors.  24.2

Sealing Copies For the purpose of certifying under seal a certificate of incumbency of the directors or officers
of the Company or a true copy of any resolution or other document, despite Article 24.1, the
impression of the seal may be attested by the signature of any director or officer.  24.3

Mechanical Reproduction of Seal The directors may authorize the seal to be impressed by third parties on share certificates or
bonds, debentures or other securities of the Company as the directors 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 Business Corporations Actor these Articles, printed or otherwise mechanically reproduced,
there may be delivered to the person employed to engrave, lithograph or print such definitive or
interim share certificates or bonds, debentures or other securities one or more unmounted dies
reproducing the seal and the chair of the board or any senior officer together with the secretary,
treasurer, secretary-treasurer, an assistant secretary, an assistant treasurer or an assistant
secretary-treasurer may in writing authorize such person 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. - 29 -